Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion Works, a Delaware corporation (the “Company”), at a purchase price of $0.50 per 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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) 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. 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 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 the Common Stock (the “Securities”), of Legion WorksFuture Pearl Labs, Inc. dba “Bobacino”, a Delaware corporation (the “Company”), at a purchase price of $0.50 [__] per 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 [_] shares. The rights of the Preferred Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, as amended, included in the Exhibits Incorporation to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(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 November [_______________________________ ], 2020 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 relating to the rejected portion of the subscription shall terminate.
(de) The aggregate number of Securities sold shall not exceed 57,000,000 Units [___] (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, 2021, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) 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 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 Company consents to the transfer in its sole discretionterms of this Section 1(g).
Appears in 3 contracts
Sources: Subscription Agreement (Future Pearl Labs, Inc), Subscription Agreement (Future Pearl Labs, Inc), Subscription Agreement (Future Pearl Labs, Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares of the Series B Preferred Stock, par value $0.01 per share (the “SecuritiesSeries B Preferred Stock”), of Legion Works20/20 GeneSystems, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.50 3.53 per share of Series B Preferred Stock (the “Per Security Price”) with a minimum purchase of 2000 shares or $1,000 or higher subject ), rounded down to the discretionary of the manager (“Minimum Purchase,”) nearest whole share based on Subscriber’s subscription amount, upon the terms and conditions set forth herein. The rights minimum investment is $1,000. However, SeedInvest Auto Invest Program subscribers shall have a minimum subscription of $200. The shares of Series B Preferred Stock being subscribed for under this Subscription Agreement and the shares of the Common Stock, par value $0.01 per share (“Common Stock”), issuable upon conversion of the Series B Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series B Preferred Stock are as set forth in the Certificate second amended and restated certificate of Incorporationincorporation (the “Restated Certificate”), as amended, included substantially in the Exhibits form filed as an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) The Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ , 2018 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 3,399,433 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, 2019, unless the earliest of extended otherwise earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”). Providing that subscriptions for 127,479 Securities are received (the “Minimum Offering”) or until and all other requirements for a closing are met, 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 substantially the form set forth in Section 4. 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 Subscription Agreement, and the Company consents to the transfer in its sole discretionSection 1(f).
Appears in 3 contracts
Sources: Subscription Agreement (20/20 GeneSystems, Inc.), Subscription Agreement (20/20 GeneSystems, Inc.), Subscription Agreement (20/20 GeneSystems, Inc.)
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 Common Stock (the “Securities”)Securities of ▇▇▇▇▇▇▇ Realty Trust, of Legion WorksInc., a Delaware Maryland corporation (referred to as the “Company”), at a purchase price of $0.50 10.00 per 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 hereinin this Agreement. The minimum subscription is $500. The rights of the Preferred Class A Common Stock are as set forth in the Certificate Amended and Restated Articles of Incorporation, filed as amended, included in the Exhibits an exhibit to the Offering Circular of the company filed with the SEC (the “Offering Circular”)Statement.
(b) Subscriber understands I understand that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE] (the “Offering Circular”), ) and filed with the SEC as part of the Offering CircularStatement. 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, including the Exhibits theretoexhibits, and any other information required by the Subscriber me to make an investment decision.
(c) 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. 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 relating to the rejected portion of the subscription under this Subscription Agreement shall terminate.
(d) The aggregate number of Securities sold in the offering shall not exceed 57,000,000 Units 5,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________[DATE], unless the earliest of that period is extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as is required to sell the Maximum Offering (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 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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.
(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 (Steward Realty Trust, Inc.), Subscription Agreement (Steward Realty Trust, Inc.), Subscription Agreement (Steward Realty Trust, 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 Common Stock 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 Legion WorksTuscan Gardens Senior Living Communities, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.50 1,000.00 per share Preferred Share (the “Per Security Subscription 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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated _______________________________ October 1, 2019 (the “Offering Circular”), filed with the SEC as part of the Company’s Offering CircularStatement 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, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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. 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 portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 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) Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or 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, 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 the Class [TBD] Common Stock Bits (the “Securities”)) of Building Bits Properties I, of Legion WorksLLC, a limited liability company organized under the laws of Delaware corporation (the “Company”), at a purchase price of $0.50 1.00 per share Bit (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 [$1,000]. The rights of the Preferred Stock Class [TBD] Common Bits are as set forth in the Certificate Operating Agreement and Class [TBD] Bit Designation of Incorporationthe Company, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC Securities and Exchange Commission (“SEC”) as an exhibit to the Company’s Offering Statement (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular Offering Circular dated _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, 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) 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. 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 57,000,000 Units XX,XXX,XXX (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________[DATE], unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) or until ). Providing that subscriptions for X,XXX,XXX Securities are received (the maximum number of shares under “Minimum Offering”), 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 (Building Bits Properties I, LLC), Subscription Agreement (Building Bits Properties I, LLC), Subscription Agreement (Building Bits Properties I, LLC)
Subscription. (a) The undersigned At the Subscription Closing (“as defined below), Subscriber shall purchase from Topco LP, and Topco LP shall sell and issue to Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock , a number of Class B Units (the “SecuritiesNew Topco Units”)) equal to (i) the dollar amount that equals the percentage of Subscriber’s gross, of Legion Works, a Delaware corporation pre-tax payments under the RPIP that become due in connection with the Closing (the “CompanyClosing RPIP Payments”)) that is set forth opposite Subscriber’s name on Annex A (such amount, at a the “Subscription Amount”) divided by (ii) the per-unit purchase price of $0.50 per share (the “Per Security Price”) with a minimum purchase of 2000 shares or $1,000 or higher subject 1,000, rounded to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”)nearest whole unit.
(b) For the sake of efficiency and the administrative convenience of the parties, Subscriber understands hereby irrevocably directs that the Securities are being offered Company withhold (or cause to be withheld) the Subscription Amount from any after-tax amounts otherwise payable to Subscriber in connection with the Closing pursuant to an offering circular dated _______________________________ the RPIP and remit such amount to Topco LP (on behalf of Subscriber) in satisfaction of Subscriber’s obligation to pay the “Offering Circular”Subscription Amount to Topco LP pursuant to Section 1(a), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion The closing of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted Subscription (whether in whole or in partthe “Subscription Closing”) 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 shall take place immediately following the rejected portion of Closing at the subscription shall terminatesame location as the Closing.
(d) The aggregate number Prior to the Subscription Closing, Topco LP and Subscriber shall enter into the amended and restated agreement of Securities sold shall not exceed 57,000,000 Units limited partnership of Topco LP in form and substance reasonably acceptable to Topco LP (the “maximum number of UnitsTopco LP Agreement”). The Company may accept subscriptions until _____________________________, unless which agreement will (i) provide for drag-along rights, tag-along rights, preemptive rights, and transfers for bona fide estate planning purposes, in each case, which are customary for a transaction such as the earliest of extended by Subscription and subject to customary exceptions, (ii) the Company in its sole discretion in accordance right to receive annual financial statements, (iii) not require additional capital contributions from Subscriber (other than with 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 respect to the Termination Date exercise of preemptive rights or as required by applicable law), and (each iv) prohibit amendments to the Topco LP Agreement that disproportionately and adversely affect the Class B Units without the prior written consent of a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale majority of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectholders of the then-outstanding Class B Units.
(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 (Paratek Pharmaceuticals, Inc.), Subscription Agreement (Paratek Pharmaceuticals, Inc.), Subscription Agreement (Paratek Pharmaceuticals, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “SecuritiesCommon Stock”)) of GolfSuites 1, of Legion WorksInc., a Delaware corporation Corporation, (the “Company”), at a purchase price of $0.50 per share listed on the subscription agreement signature page below (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 also listed on the subscription agreement signature page below. The Class A Common Stock is being subscribed for under this Subscription Agreement are also referred to as the “Securities.” The rights and preferences of the Preferred Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, as amended, amended included in the Exhibits exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 6,000,000 shares of Common Stock (the “maximum number of UnitsMaximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 (GolfSuites 1, Inc.), Subscription Agreement (GolfSuites 1, Inc.), Subscription Agreement (GolfSuites 1, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Legion WorksSlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.50 0.37 per share of Class A Common Stock (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 rights of the Preferred Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Certificate of IncorporationCompany, as amendedamended (the “Restated Articles”), included in the Exhibits filed as an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 13,513,513 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 (SlideBelts Inc.), Subscription Agreement (SlideBelts Inc.), Subscription Agreement (SlideBelts Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock Series Interests (the “Securities”), of Legion WorksYSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $0.50 5.00 per share membership interest (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 Preferred Stock membership interest are as set forth in the Certificate Operating Agreement of IncorporationYSMD, LLC and the respective series designation, filed as amended, included in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(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 CircularStatement. 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, 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 57,000,000 Units 4,514,621 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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 effecteffect with respect to the rejected subscription (or portion thereof), 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 (Ysmd, LLC), Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksFan Owned Club, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.50 10 per share (the “Per Security Price”) with a minimum purchase of 2000 shares or $1,000 or higher subject to the discretionary discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Preferred Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular Form C of the company filed with the SEC (the “Offering CircularForm C”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ a Form C (the “Offering CircularForm C”), filed with the SEC as part of the Offering Circular. Form C. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular Form C and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. Copies of all SEC filings can also be viewed via following the link on the Company’s website to all documents filed with SEC.
(c) 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. 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 57,000,000 Units 107,000 shares of Common Stock (the “maximum number of Unitsshares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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, Subscription Agreement, Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common shares of Series A Preferred Stock (the “SecuritiesSeries A Preferred Stock”), of Legion WorksNowRx, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.50 2.00 per share of Series A Preferred Stock (the “Per Security Price”) with a minimum purchase of 2000 shares or $1,000 or higher subject ), rounded down to the discretionary of the manager (“Minimum Purchase,”) nearest whole share based on Subscriber’s subscription amount, upon the terms and conditions set forth herein. The rights minimum subscription is $1,000. The 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 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 Certificate restated certificate of Incorporationincorporation (the “Restated Certificate”), as amended, included substantially in the Exhibits form filed as an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ , 2018 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 3,500,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, 2019, unless the earliest of otherwise earlier terminated or extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 225,000 Securities are received (the “Minimum Offering”) or until and all other requirements for a closing are met, 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 Subscription Agreement, and the Company consents to the transfer in its sole discretionSection 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 Common Stock the common stock (the “Securities” or “Common Stock”), of Legion WorksSoliton, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.50 5.00 per share of Common Stock (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 $[250]. The rights of the Preferred Common Stock are as set forth in the Certificate of Incorporation, as amended, Incorporation and Bylaws included in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______________________________ ], 2018 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 3,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until [_____________________________], 2018, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) or until ). Providing that subscriptions for 1,500,000 Securities are received (the maximum number of shares under “Minimum Offering”), 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (Soliton, Inc.), Subscription Agreement (Soliton, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksBEAR VILLAGE, INC., a Delaware corporation Wyoming Corporation (the “Company”), at a purchase price of $0.50 5 per 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 $500. The Common Stock being subscribed for under this Subscription Agreement (“Common Stock” also referred to as the “Securities”). The rights and preferences of the Preferred Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, Incorporation included as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______________________________ ] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 10,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until [_____________________________], unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
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 Common Stock Series Interests (the “Securities”), of Legion Works[SERIES NAME], a Series of Getaway Collection LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $0.50 100 per share membership interest (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 $1,000, or 100 Units. The rights of the Preferred Stock membership interest are as set forth in the Certificate Operating Agreement of IncorporationGetaway Collection LLC and the respective series designation, filed as amended, included in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(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 CircularStatement. 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, 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 57,000,000 Units [_] (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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 effecteffect with respect to the rejected subscription (or portion thereof), 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 (Getaway Collection LLC), Subscription Agreement (Getaway Collection LLC)
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 Common Stock 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 Legion WorksTuscan Gardens Senior Living Communities, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.50 1,000.00 per share Preferred Share (the “Per Security Subscription 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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated _______________________________ December 1, 2018 (the “Offering Circular”), filed with the SEC as part of the Company’s Offering CircularStatement 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, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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. 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 portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 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) Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or 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 (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock 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 “Securities”), of Legion Works, a Delaware corporation (the “Company”), at a purchase price of $0.50 per share (the “Per Security PriceShares”) with a minimum purchase of 2000 shares or $1,000 or higher at the Purchase Price per Share and on the terms and subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth provided for herein. The rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands acknowledges and agrees that the Securities are being offered pursuant Company reserves the right to an offering circular dated _______________________________ (accept or reject the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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. In addition, only when this Subscription Agreement is signed by a duly authorized person by or on behalf of 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.
(db) The aggregate number of Securities sold shall not exceed 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 Notwithstanding anything to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription contrary contained in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effectAgreement, except for Section 5 hereofif, 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, after 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 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 organizational documents and the Company consents IPO Prospectus (as defined below) in conjunction with the Transaction Closing (the “Closing Redemption”) or in conjunction with an amendment of the Company’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 transfer 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 its sole discretionconnection 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, “Non-Redeemed Shares”), the number of Shares for which Subscriber is obligated and has the right to 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 provide the Company with documentary evidence reasonably requested by the Company to evidence such Non-Redeemed Shares.
Appears in 2 contracts
Sources: Subscription Agreement (Logistic Properties of the Americas), Subscription Agreement (Two)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksSugarfina Corporation, a Delaware C corporation (the “Company”), at a purchase price of $0.50 10.00 per share of Common Stock (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 $500.00. The rights of the Preferred Common Stock are as set forth in the Company’s Certificate of Incorporation, Incorporation and Bylaws filed as amended, included in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(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 _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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.
(de) The aggregate number of Securities sold shall not exceed 57,000,000 Units 2,750,000 shares of Common Stock, including 250,000 bonus shares (the “maximum number of UnitsMaximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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”).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect.
(fg) 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 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 Company consents to the transfer in its sole discretionterms 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 the Common Stock Stock, par value $0.0001 per share (the “Securities”), of Legion WorksEndonovo Therapeutics, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.50 [0,0XX] per share of the Securities (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 per Subscriber is $5,000. The rights of the Preferred Stock Securities are as set forth in the Certificate of Incorporation, Incorporation included as amended, included in the Exhibits an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [XX, 2022] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 Units XXXX shares issued for cash consideration (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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, . The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the Company consents to the transfer in its sole discretionterms of this Section 1(g).
Appears in 2 contracts
Sources: Subscription Agreement (Endonovo Therapeutics, Inc.), Subscription Agreement (Endonovo Therapeutics, Inc.)
Subscription. (a) The undersigned (the “SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to will purchase Common Stock (the “Securities”), of Legion Works, a Delaware corporation from Orbital Tracking Corp. (the “Company”)) the number of shares of Series H Preferred Stock of the Company (the “Shares”) as set forth on the signature page to this Subscription Agreement, at a purchase price of $0.50 4.00 per share (the “Per Security Purchase 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 rights shares of Common Stock underlying the Preferred Stock are may hereinafter be referred to as the “Conversion Shares”). The Preferred Stock shall have the rights and preferences as set forth in the Certificate of IncorporationDesignation of Preferences, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC Rights and Limitations (the “Offering CircularCOD”).
(b) Subscriber understands that attached as Exhibit A hereto. The Subscription Agreement and the Securities COD are collectively referred to as the “Transaction Documents. The Shares are being offered pursuant to an offering circular dated _______________________________ (the “Offering CircularOffering”), filed with ) by the SEC as part of the Offering Circular. By executing Company pursuant to this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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. 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 Shares are being offered on a “reasonable efforts all or in part) or rejected. If Subscriber’s subscription is rejectednone”, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating basis with respect to the rejected portion minimum of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 Units $300,000 (the “maximum number of UnitsMinimum Offering Amount”). The Shares are being offered on a “reasonable efforts” basis with respect to up to $800,000 of Shares (the “Maximum Offering Amount”). Any purchase of Shares by the Company’s officers, directors, or employees shall be included, and counted towards, the Minimum and Maximum Offering Amounts. The Initial Closing (as defined herein) of this Offering shall be subject to subscriptions being received from qualified investors and accepted by the Company may accept for the Minimum Offering Amount. Upon acceptance by the Company after the date hereof of such subscriptions, the Company shall have the right at any time thereafter, prior to the Termination Date (as defined below), to effect an initial closing with respect to this Offering (the “Initial Closing”). Thereafter, the Company shall continue to accept, and continue to have closings (together with the Initial Closing, each a “Closing”) for, additional subscriptions for Securities from investors from time to time up to Maximum Offering Amount. The Shares will be offered for a period (the “Initial Offering Period”) commencing on the date of this Subscription Agreement and continue until _____________________________, unless the earliest of extended by (i) October 18, 2016 (the “Maximum Offering Deadline”), (ii) the date upon which subscriptions for the Maximum Offering offered hereunder have been accepted, or (iii) the date upon which the Company in its sole discretion in accordance with applicable SEC regulations elects to terminate the Offering (the “Termination Date”) or until ), subject to the maximum number right of shares under the Company to extend the Offering are sold. The Company may elect at any time to close all or any portion of this offeringuntil as late as November 18, on various dates at or prior to 2016 (the “Final Termination Date (each a “Closing Date”).
(e) In , without further notice to or consent by investors, if the event of rejection of this subscription in its entiretyMaximum Offering Amount has not been subscribed by the Offering Deadline. This additional period, or in together with the event the sale of the Securities (or any portion thereof) is not consummated for any reasonInitial Offering Period, this Subscription Agreement shall have no force or 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 referred to herein as the “Offering Period.” The minimum investment amount that may be purchased by an investor is $25,000 (collectively, the “TransfereesInvestor Minimum Investment”); provided that for any such transfer to be deemed effectivehowever, the Transferee shall have executed Company, in its discretion, may accept an investor subscription for an amount less than the Investor Minimum Investment. The subscription for the Shares will be made in accordance with and delivered subject 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, terms and be bound by the representations and warranties of Subscriber and the terms conditions of this Subscription Agreement. In the event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company), (ii) no Shares are subscribed for prior to October 18, 2016 or, if extended, prior to November 18, 2016, or (iii) the Offering is otherwise terminated by the Company prior to the expiration of the Initial Offering Period or, if extended, prior to the Final Termination Date, then the Company will refund all subscription funds held by it to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company) and the Company consents to accepts the transfer in its sole discretionportion not so rejected, the funds for the rejected portion of such subscription will be returned without interest, penalty, expense or deduction.
Appears in 2 contracts
Sources: Subscription Agreement (Orbital Tracking Corp.), Subscription Agreement (Orbital Tracking Corp.)
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock the number of Rights Offering Shares set forth in Item 2d of such Subscriber’s Subscription Form (the “Securities”), of Legion Works, a Delaware corporation (the “Company”), at a purchase price of $0.50 per share (the “Per Security PriceSubscribed Amount”) with a minimum purchase of 2000 shares or $1,000 or higher and, subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Preferred Stock are as set forth in the Certificate of IncorporationPlan, as amendedthe Rights Offering Procedures, included in the Exhibits Subscription Form and this Agreement, agrees to the Offering Circular of the company filed with the SEC pay $10.413334 per share subscribed for (the “Offering CircularPurchase Price”).
(b) The Subscriber understands that will (i) return this Agreement and the Securities are being offered pursuant to an offering circular dated _______________________________ Subscription Form no later than the Subscription Expiration Deadline and (ii) pay in cash the aggregate Purchase Price (the “Offering CircularPurchase Payment Amount”)) for such Subscribed Amount set forth in Item 2d of such Subscriber’s Subscription Form, filed at the time and in the manner set forth in and in accordance with the SEC as part instructions included on Item 5 of such Subscriber’s Subscription Form. No interest shall be payable on any advanced funding of the Offering Circular. By executing this Subscription AgreementPurchase Payment Amount except in the case of a Commitment Party or a Reserve Party if such entity has funded into the Escrow Account in which case, Subscriber acknowledges that Subscriber has received this Subscription Agreementinterest, copies if any, will be calculated and paid under the terms of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decisionapplicable escrow agreement.
(c) Subscriber’s subscription Eligible Holders of Applicable Claims that are 2020 Notes Claims and 2017 Notes Claims (which, for the avoidance of doubt, include any Commitment Parties and Reserve Parties) must also electronically deliver the respective notes underlying such Claims to the Subscription Agent in accordance with the procedures of DTC or other depository, as the case may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined)be, by the Company at its sole discretion. 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 terminateSubscription Expiration Deadline.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 If all or any portion of this offeringa Claim included in Item 1 of the Subscriber’s Subscription Form is determined not to be an Allowed Claim, the Subscriber agrees that its Maximum Participation Amount calculated in Item 1 of such Subscriber’s Subscription Form will be reduced such that the Maximum Participation Amount is calculated based only on various dates at or prior to such Subscriber’s Allowed Claim (such Reduced Maximum Participation Amount, the Termination Date (each a “Closing DateReduced Maximum Participation Amount”). If such reduction is made and the Subscriber’s Subscribed Amount exceeds the Subscriber’s Reduced Maximum Participation Amount, the Subscriber’s Subscribed Amount will be reduced to equal the Subscriber’s Reduced Maximum Participation Amount.
(e) In the event case of rejection of this subscription in its entiretya Subscriber that is not a Rights Offering Commitment Party or a Reserve Party, or in the event that the sale funds received by the Subscription Agent from the Subscriber do not correspond to the applicable Purchase Payment Amount payable for the Subscribed Amount, the amount of the Securities Rights Offering Shares deemed to be purchased by such Eligible Holder will be the lesser of (or any portion thereofi) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force the Subscribed Amount elected to be purchased by such Eligible Holder and effect(ii) an amount of the Rights Offering Shares determined by dividing the amount of the funds received from the Subscriber by the Purchase Payment Amount.
(f) If the amount the Subscriber would otherwise be entitled to purchase is reduced pursuant to Section 1(d) and 1(e) hereof, the Subscription Agent (or escrow agent in the case of a Commitment Party or Reserve Party who delivered funds to the Escrow Account) will return to the Subscriber any funds received by the Subscription Agent (or escrow agent in the case of a Commitment Party or Reserve Party) in excess of the reduced purchase price upon settlement of the Rights Offering.
(g) Subject to the conditions specified in Section 6, the closing of the issuance of the Rights Offering Shares contemplated by this Agreement (the “Closing”) will take place on or around the Effective Date pursuant to the Plan. The terms date on which the Closing occurs is the “Closing Date.”
(h) In the event the Rights Offering is terminated or otherwise not consummated on or before the Outside Date, any Rights Offering funds, and, in the case of this Subscription Agreement Eligible Holders of Applicable Claims that are 2020 Notes Claims or 2017 Notes Claims, the respective debt securities underlying such Claims, shall be binding upon Subscriber and its transfereesreturned, heirs, successors and assigns without interest (collectively, “Transferees”); provided that for any such transfer to be deemed effective, except in the Transferee shall have executed and delivered case of a Rights Offering Commitment Party or Reserve Party to the Company in advance an instrument in a form acceptable extent funded to the Company Escrow Account in its sole discretionwhich case, pursuant to which the proposed Transferee shall acknowledgeinterest, agreeif any, will be calculated and be bound by the representations and warranties of Subscriber and paid under the terms of this Subscription Agreementthe applicable escrow agreement), and the Company consents to the transfer Subscriber in its sole discretionaccordance with the instructions provided in the Subscription Form as soon as reasonably practicable, but in any event within five Business Days after the earlier of (i) the date on which the Rights Offering is terminated or (ii) the Outside Date, as the case may be.
Appears in 2 contracts
Sources: Rights Offering Subscription Agreement, Rights Offering Subscription Agreement
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 Common Stock 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 Legion WorksTuscan Gardens Senior Living Communities, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.50 1,000.00 per share Preferred Share (the “Per Security Subscription 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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated _______________________________ October 1, 2018 (the “Offering Circular”), filed with the SEC as part of the Company’s Offering CircularStatement 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, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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. 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 portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 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) Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or 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 (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Common shares (the “Shares”) of Series A Preferred Stock (the “SecuritiesPreferred Stock”), without par value, of Legion WorksLUX FLOORING INC., a Delaware corporation (the “Company”), . Such purchases shall be made at a purchase price of $0.50 5.00 per share of Preferred Stock (the “Per Security Price”) with a minimum purchase of 2000 shares or $1,000 or higher subject ), rounded down to the discretionary of the manager (“Minimum Purchase,”) nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The rights minimum subscription is $500. The Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Common Stock”) of the 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 Amended and Restated Certificate of Incorporation, as amended, included the Certificate of Designations relation to the Preferred Stock and the Amended and Restated Bylaws of the Company available in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber Investor understands that the Securities are being offered pursuant to an offering circular Offering Circular dated _______________________________ , 2020 (the “Offering Circular”), filed with the SEC as part of the Offering CircularStatement. 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, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Securities.
(c) SubscriberThe Investor’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. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities shares of Common Stock that may be sold in this offering shall not exceed 57,000,000 Units 10,000,000 shares (the “maximum number of UnitsMaximum Shares”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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 Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or 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 (Lux Flooring Inc.), Subscription Agreement (Lux Flooring Inc.)
Subscription. (a) The undersigned You (“Subscriber”) hereby irrevocably subscribes subscribe for and agrees agree to purchase Common Stock limited liability company interests, which we refer to herein as TalentShares (the “Securities”)) of [SERIES NAME], a Series of Legion WorksExceed Talent Capital Holdings LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.50 [_] per share TalentShare (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 $[_], or [_] TalentShares. The rights and preferences of the Preferred Stock TalentShares are as set forth in the Certificate Limited Liability Company Agreement of IncorporationExceed Talent Capital Holdings LLC dated December 7, 2022, as amendedamended from time to time (the “Operating Agreement”), included and the Series Designation for [SERIES NAME] described in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber 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 Managing 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. 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 57,000,000 Units $[ ] (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
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 Common Stock a unit or units (the “SecuritiesUnits”), ) of Legion Works, a Delaware corporation (the “Company”), Company at a purchase price of $0.50 0.75 per share Unit (the “Per Security Unit 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 hereinherein (the “Offering”). Each Unit shall consist of the following:
(i) 3 shares of the common stock, $.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 Preferred Units, and the Common Stock shares and Warrants underlying such Units (collectively, the “Securities”), are as set forth in the Certificate of IncorporationOffering Circular on Form 1-A, as amended, included in the Exhibits to the Offering Circular of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities Units are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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. 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 57,000,000 1,200,000 Units (the “maximum number Maximum Number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until the maximum number Maximum Number of shares 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksMaverick Energy Group, Ltd., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.50 per share of Common Stock (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 rights of minimum purchase requirement per investor is 20,000 Offered Shares ($10,000); however, we can waive the Preferred Stock are as set forth minimum purchase requirement on a case-by-case basis in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”)our sole discretion.
(b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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. 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) d. The aggregate number of Securities sold shall not exceed 57,000,000 Units 40,000,000 shares (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________the termination date given in the Offering Circular, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 (Maverick Energy Group, Ltd.), Subscription Agreement (Maverick Energy Group, Ltd.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase [QUANTITY] Common Stock (the “Securities”), of Legion WorksLunchwale, a Delaware corporation Inc. (the “Company”), a Corporation, organized under the state of Texas, at a purchase price of $0.50 0.06 per 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,”) Share, upon the terms and conditions set forth herein. The rights Securities being subscribed for under this Subscription Agreement and any other security that may be issuable upon conversion or exercise of the Preferred Stock Securities are also referred to as the “Securities.” The rights and preferences of the Securities are as set forth in the Certificate Company’s Bylaws and any description of Incorporation, as amended, included the Securities that appears in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. 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 Memorandum of the Exhibits thereto, Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) 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. 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 57,000,000 Units 17,833,333 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________February 1, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations 2021 (the “Termination Date”) or until ). Providing that subscriptions for 416,666 Securities are received (the maximum number of shares under “Minimum Offering”), 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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, Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksBitzumi, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.50 2.50 per share of Common Stock (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. There is no minimum subscription. The rights of the Preferred Common Stock are as set forth in the Certificate Articles of IncorporationOrganization and Bylaws, as amended, included in the which are Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 4,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) or until ). Providing that subscriptions for 400,000 Securities are received (the maximum number of shares under “Minimum Offering”), 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (Bitzumi, Inc.), Subscription Agreement (Bitzumi, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”)from LaserLock Technologies, of Legion WorksInc., a Delaware 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 $0.50 per share 0.03 (“Per Share Price”) and an aggregate purchase price for all the Shares of $1,000,000.00 (the “Per Security Purchase Price”) with a minimum purchase of 2000 shares or $1,000 or higher subject ), which shall be paid by Subscriber in immediately available funds to the discretionary of Company account designated by the manager (“Minimum Purchase,”) Company, and upon the terms and conditions set forth herein. The rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) In order to induce Subscriber understands that to purchase the Securities are being offered pursuant to an offering circular dated _______________________________ Shares, 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”), filed with granting Subscriber the SEC 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) and otherwise on terms and conditions set forth in the 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 Circular. 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 the Exhibits thereto, and any other been provided all information required by the requested in order for Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to . It is a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, condition of the Company, at its sole discretion, may allocate to ’s acceptance of this subscription that Subscriber only a portion sign the Subscription Agreement where indicated below. The purchase of the number Shares involves significant risks, as more fully set forth in Section 5 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 terminateSubscription Agreement.
(d) The aggregate number closing of Securities sold shall not exceed 57,000,000 Units transactions herein contemplated (the “maximum number of UnitsClosing”). The Company may accept subscriptions until _____________________________, unless ) shall be in the manner and at the earliest of extended by time mutually acceptable to the Company in its sole discretion in accordance with applicable SEC regulations parties hereto (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”). The Closing shall take place on or before January 31, 2013 and occur at the offices of Shearman & Sterling LLP, 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) Shares is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 8 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 (Laserlock Technologies Inc), Subscription Agreement (VerifyMe, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksFan Owned Club, a Delaware corporation (the “Company”), at a purchase price of $0.50 10 per share (the “Per Security Price”) with a minimum purchase of 2000 shares or $1,000 or higher 250or subject to the discretionary discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Preferred Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. Copies of all SEC filings can also be viewed via following the link on the Company’s website to all documents filed with SEC.
(c) 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. 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 57,000,000 Units 3,000,000 shares of Non-Voting Common Stock (the “maximum number of Unitsshares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 (Fan Owned Club, Inc.), Subscription Agreement (Fan Owned Club, Inc.)
Subscription. (a) 1.1 The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Preferred Stock (the “Securities”), of Legion WorksHoop Street Center I Corporation, a Delaware corporation an Arizona Corporation (the “Company”), and at a purchase price of $0.50 50 per 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 $50. The Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Common Stock”) issuable upon conversion of the Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Preferred Stock are as set forth in the Certificate of Incorporation, Incorporation included as amended, included in the Exhibits Exhibit ___ to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) 1.2 Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______________________________ ] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 relating to the rejected portion of the subscription shall terminate.
(d) 1.4 The aggregate number of Securities sold shall not exceed 57,000,000 Units 1,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until [_____________________________], unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) 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 acknowledgebe acknowledged, agree, and be bound by the representations and warranties of Subscriber and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
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 Common Stock (the “Securities”), of Legion WorksBacTech Environmental Corporation, a Delaware an Ontario Canada corporation (the “Company”), at a purchase price of $0.50 0.00___ per share of Common Stock (the “Per Security Price”) with a minimum purchase of 2000 shares or $1,000 or higher subject to the discretionary of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The rights of minimum purchase requirement per investor is ________________ Offered Shares ($__,000); however, we can waive the Preferred Stock are as set forth minimum purchase requirement on a case-by-case basis in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”)our sole discretion.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 100,000,000 shares (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________the termination date given in the Offering Circular, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 (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 Common Stock 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 Legion WorksTuscan Gardens Senior Living Communities, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.50 1,000.00 per share Preferred Share (the “Per Security Subscription 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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated _______________________________ August 1, 2019 (the “Offering Circular”), filed with the SEC as part of the Company’s Offering CircularStatement 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, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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. 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 portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 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) Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or 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 (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby Subject to Section 13, the Investor irrevocably subscribes for and agrees to purchase Common Stock (from the “Securities”), of Legion Works, a Delaware corporation (the “Company”), at a purchase price of $0.50 per 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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of Issuer 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 shares of Common Stock and Warrants set forth on the signature page 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 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 Issuer irrevocably agrees to issue and sell to the transfer Investor such shares of Common Stock and such Warrants, in each case, on the terms and subject to the conditions provided for in this Subscription Agreement.
(b) If on the 24th month anniversary of the Closing Date (as defined below) the Investor certifies in writing to the Issuer that it beneficially owns at least 5,000,000 shares of Common Stock and provides any information reasonably requested by the Issuer with respect to such beneficial ownership, the Issuer shall issue to the Investor additional warrants (the “Additional Warrants”) entitling the Investor to receive from the Issuer additional 5,000,000 shares of Common Stock (giving effect to any reclassification, recapitalization, share division or consolidation, exchange or readjustment of the Common Stock that may have occurred during the period from the Closing to and prior to the issuance of the Additional Warrants), such Additional Warrants to have the same termination date as the Termination Date of, and to contain substantially the same terms and conditions as, the Warrants as set forth in the Warrant Certificate, provided that if the Exercise Price of the Warrants has been adjusted in accordance with Section 3(c) of the Warrant Certificate, the initial exercise price of the Additional Warrants shall be the same as the Exercise Price after giving effect to such adjustment.
(c) [Reserved].
(d) In the event that on the 21st Trading Day following the six-month anniversary of the Closing (the “Reset Termination Date”), the VWAP of the Common Stock is less than the Exercise Price then in effect, the Investor shall receive, a number of additional warrants equal to (i) the product of (x) 10,000,000 times (y) the Exercise Price then in effect divided by the Reset Price minus (ii) 10,000,000 (such warrants, the “Reset Warrants”). The Reset Warrants shall have the same termination date as the Termination Date of, and contain substantially the same terms and conditions as, the Warrants as set forth in the Warrant Certificate, provided that the Reset Warrants shall be issued with an initial exercise price equal to the Reset Price, where “Reset Price” means the greater of (x) the VWAP of the Common Stock on the 21st Trading Day following the six-month anniversary of the Closing or (y) the Reset Floor, and where “Reset Floor” means (A) if, as of the Closing, the Issuer or any of its sole discretionsubsidiaries, including Forge Nano or any of its subsidiaries, is party to a binding agreement with a financing source reasonably acceptable to the Investor pursuant to which such financing source has committed to provide debt financing in amount at least equal to $200,000,000, subject only to customary funding conditions (as determined in good faith by the Issuer), and such debt financing has been publicly disclosed prior to or in connection with the Closing, $7.28 or (B) otherwise, $5.00.
Appears in 2 contracts
Sources: Subscription Agreement (Archimedes Tech SPAC Partners II Co.), Subscription Agreement (Archimedes Tech SPAC Partners II Co.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Non Voting Common Stock (the “Securities”), of Legion WorksOBSIDIAN PRIME INC, a Delaware California corporation (the “Company”), at a purchase price of $0.50 ____ per share of Common Stock (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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 75,000,000 shares (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________the termination date given in the Offering Circular, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 (Obsidian Prime Inc), Subscription Agreement (Obsidian Prime 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 Common Stock be withheld with respect to such amount (the “SecuritiesRSU Withholding Taxes”). Immediately following the Effective Time, of Legion Works, a Delaware corporation (on the “Company”), at a purchase price of $0.50 per share (the “Per Security Price”) with a minimum purchase of 2000 shares or $1,000 or higher terms and subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. 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 Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC Common Units (the “Offering CircularRSU 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, 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”) 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”), filed 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 Circular. 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 and Offering Statementforegoing, including the Exhibits theretofull 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 (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 decisionthe appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement and this Section 2.1(b))] and thereafter immediately contributed the Subscriber Rollover Company PSU Consideration to Topco in exchange for the PSU Topco Common Units (the “Company PSU Award Subscription”).]
(c) 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. 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 relating Rollover Company Stock Option Consideration [(which, for the avoidance of doubt and pursuant to the rejected portion terms of Section 2.2(c)(ii) of the subscription 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 57,000,000 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 number of Units”). The Company may accept subscriptions until _____________________________Stock Option Subscription” and, unless the earliest of extended by together with the Company in its sole discretion in accordance with applicable SEC regulations (RSU Award Subscription and the Company PSU Award Subscription, 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 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 (Vapotherm Inc), Subscription Agreement (Vapotherm Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Non-Voting Common Stock (the “Securities” or “Common Stock” or “Non-Voting Common Stock”), of Legion WorksElegance Spirits, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.50 10.00 per share (the “Per Security Price”) with a minimum purchase of 2000 25 shares or $1,000 250.00 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Preferred Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company Company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular Offering Circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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. 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 57,000,000 Units 5,000,000 shares of Non-Voting Common Stock (the “maximum number Maximum Number of UnitsShares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until the maximum number Maximum Number of shares 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 (Elegance Spirits, Inc.), Subscription Agreement (Elegance Spirits, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksB2Digital, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.50 0.0064 per share of Common Stock (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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 600,000,000 shares (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________the termination date given in the Offering Circular, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 (B2Digital, Inc.), Subscription Agreement (B2Digital, Inc.)
Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock the number of post Reverse Split (as hereinafter defined) shares (the “Securities”)"SHARES") of common shares, of Legion Works, a Delaware corporation (the “Company”), at a purchase price of $0.50 .001 par value per share (the “Per Security Price”) with "COMMON SHARES"), of Point Acquisition Corporation, a minimum Nevada corporation (the "COMPANY"), indicated on the signature page attached hereto at the purchase of 2000 shares or $1,000 or higher subject price set forth on such signature page (the "PURCHASE PRICE"), such Purchase Price being equal to the discretionary product of (i) the number of Common Shares subscribed for by the Subscriber and (ii) $.25. 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 manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights Purchase Price of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC Common Shares for which Subscriber is subscribing (the “Offering Circular”"PAYMENT").
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as 1.2 This Agreement is part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies an isolated offering of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), Common Shares being conducted by the Company in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended ( the "ACT"), afforded by Section 4(2) thereunder.
1.3 The Company will hold closing of the offering (the "CLOSING") at its sole discretion. In additionany mutually agreeable time after completion of the Reverse Split, 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 CompanyCommon Shares so purchased will be issued in the name of Subscriber, at its sole discretion, may allocate to Subscriber only a portion and the name of the number Subscriber will be registered on the stock transfer books of Securities Subscriber has subscribed forthe Company as the record owner of such Common Shares. 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 promptly thereafter issue to the rejected portion Subscriber 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 subscription shall terminate.
signature page to this Agreement and (dii) The aggregate number of Securities sold shall not exceed 57,000,000 Units (written acceptance on the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended Closing Date by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereofSubscriber's subscription, 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 confirmed by faxing to the Company in advance an instrument in a form acceptable Subscriber the signature page to this Agreement that has been executed by 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"SUBSCRIPTION").
Appears in 2 contracts
Sources: Subscription Agreement (Point Acquisition Corp), Subscription Agreement (Point Acquisition Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees Subject to purchase Common Stock (the “Securities”), of Legion Works, a Delaware corporation (the “Company”), at a purchase price of $0.50 per 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 rights hereof, Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Preferred Stock are as set forth in Purchase Price, the Certificate of IncorporationAcquired Shares (such subscription and issuance, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering CircularSubscription”).
; provided, however, [(b) Subscriber understands that i)] the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part number of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required Acquired Shares shall be reduced by one share for every $10.20 paid by the Subscriber pursuant to make an investment decision.
the Convertible Financing[, (cii) 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. 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 Acquired Shares may be reduced, 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 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 an amount 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 determined by Subscriber in its sole discretion, by up to 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 proposed Transferee shall acknowledgeclosing of the Business Combination, agreeexcept 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 be bound by (E) any amounts or proceeds received pursuant to the representations and warranties of Subscriber this Subscription Agreement and the terms Other Subscription Agreements in connection with the closing of this Subscription Agreementthe Business Combination, and the Company consents after giving effect to the transfer payment of any Outstanding Company Transaction Expenses (as defined in its sole discretionthe Business Combination Agreement) and Outstanding SPAC Transaction Expenses (as defined in the Business Combination), and [(iii)] in the event that the number of Acquired Shares is reduced pursuant to clause (i) [or (ii)] above, there shall be a corresponding reduction in the Purchase Price.]
Appears in 2 contracts
Sources: Subscription Agreement (Nabors Energy Transition Corp.), Subscription Agreement (Nabors Energy Transition Corp.)
Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions set forth in this Agreement, each Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the number of shares of Common Stock (of the “Securities”)Company set forth opposite its name on the signature page hereto, less the number of Legion Works, a Delaware corporation (the “Company”)Backstop Shares purchased by it pursuant to Section 2 hereof, at a purchase price of $0.50 equal to per share redemption price payable to holders of Common Stock who elect to redeem their shares in the manner described in the Proxy Statement (the “Per Security Redemption Price”) with a minimum purchase ), and the Company agrees to sell such shares to each such Subscriber at such price (the shares of 2000 shares or $1,000 or higher Common Stock to be so sold, the “Subject Shares”), subject to the discretionary Company’s right to determine not to consummate such sale if the Merger Closing does not occur. For the avoidance of doubt, if the manager (“Minimum Purchase,”) upon Merger Closing does not occur, then the terms Subscribers’ obligations to purchase, and conditions set forth herein. The rights of the Preferred Stock are as set forth in the Certificate of IncorporationCompany’s obligation to issue, as amended, included in the Exhibits shares pursuant to the Offering Circular of the company filed foregoing sentence are extinguished. Any such purchase shall be consummated simultaneously with the SEC (the “Offering Circular”)Merger Closing.
(b) In consideration of the Subscribers consummation of the Backstop Purchase (whether through the purchase of Open Market Shares, Private Purchase Shares and/or Subject Shares), promptly following the Merger Closing, for no additional consideration the Company shall issue to each Subscriber understands that the Securities are being offered pursuant number of warrants to an offering circular purchase one-half of one share of Common Stock, which warrants shall have the same terms as the “public warrants” issued under the Warrant Agreement, dated _______________________________ July 7, 2016 (the “Offering CircularWarrant Agreement”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular by and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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 between the Company at its sole discretion. In addition, the and Continental Stock Transfer & Trust 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 57,000,000 Units as Warrant Agent (the “maximum Warrants”), which Warrants may be used under such Warrant Agreement or one containing substantially the same terms. Alternatively, at the sole election of Sponsor, Sponsor and/ or its affiliates may transfer such number of Units”)public warrants to each Subscriber in lieu of the Company’s obligation to issue such number of Warrants. The Company may accept subscriptions until _____________________________, unless Company’s obligation to issue the earliest of extended by the Company in its sole discretion in accordance with 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 Warrants shall be subject to the Termination Date (each a “Closing Date”consummation of the purchase of the Subject Shares in the Common Offering pursuant to Section 3(a).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 and Backstop Agreement (M III Acquisition Corp.), Subscription and Backstop Agreement (M III Acquisition Corp.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock membership interests, which we refer to herein as shares (the “Securities”)) of Series Wine, a Series of Legion WorksStartEngine Collectibles Fund I LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.50 10.00 per 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 $500, or 50 shares. The rights and preferences of the Preferred Stock shares are as set forth in the Certificate Limited Liability Company Agreement of IncorporationStartEngine Collectibles Fund I LLC dated January 5, 2021, as amendedamended from time to time (the “Operating Agreement”), included in and the Exhibits Series Designation for Series Wine filed as Exhibit 2.2 and Exhibit 2.4, respectively, to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber 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 Administrative 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. 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 57,000,000 Units $5,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (StartEngine Collectibles Fund I LLC), Subscription Agreement (StartEngine Collectibles Fund I LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksStartEngine Crowdfunding, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.50 [____] per share of Common Stock (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 $500. The rights of the Preferred Common Stock are as set forth in the Sixth Amended and Restated Certificate of Incorporation, as amended, Incorporation and Bylaws included in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______________________________ ] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units [_________] (the “maximum number of UnitsMaximum 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 the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
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 Common Stock (the “Securities”), of Legion Works, a Delaware corporation (the “Company”), at a purchase price of $0.50 per 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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $ _____________________ , 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 is 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 the Exhibits thereto, and any other information required requested by the Subscriber in writing to make an investment decisiondecision with respect to the Securities.
(c) 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. 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 relating to the rejected portion of the subscription 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 57,000,000 Units 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “maximum number of UnitsMaximum Shares”). The Company may accept subscriptions until _____________________________twelve months following the date of the Offering Circular, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”) or until ). Once accepted, the maximum number of shares under Company may immediately use the Offering are soldproceeds 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 the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription 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 Company, in advance advance, an instrument in a form agreement acceptable to the Company 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 Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Common Stock Subscription Agreement, Common Stock Subscription Agreement (Feel the World, Inc.)
Subscription. (a) The undersigned (the “SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares (the “SecuritiesShares”)) of common stock, par value $0.001 per share, of Legion WorksFortune Nickel and Gold Inc., a Delaware New York corporation (the “Company”), . Such purchases shall be made at a purchase price of $0.50 0.10 per share of Common Stock (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 rights minimum purchase that may be made by any Purchaser shall be $200. Purchases for investment below the minimum investment amount may be accepted at the discretion of the Preferred Stock are as set forth Company. The purchase price of each Share is payable in the Certificate of Incorporation, manner provided in Section 2(a) below. The Shares being subscribed for under this Subscription Agreement subscribed for herein are sometimes referred to herein as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering CircularSecurities.”).
(b) Subscriber Purchaser understands that the Securities are being offered pursuant to an offering circular dated _______________________________ August 2, 2024 (the “Offering Circular”), filed with the SEC as part of the an Offering CircularStatement. 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 the Exhibits thereto, and any other information required by the Subscriber Purchaser to make an investment decisiondecision with respect to the Securities.
(c) SubscriberThe Purchaser’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. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities shares of Shares that may be sold by the Company in this offering shall not exceed 57,000,000 Units 20,000,000 shares (the “maximum number of UnitsMaximum Shares”). The There is no minimum required offering amount and the Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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, 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 Purchaser is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon Subscriber 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 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 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 1.1 Subject to purchase Common Stock (the “Securities”), of Legion Works, a Delaware corporation (the “Company”), at a purchase price of $0.50 per 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 rights of this Agreement, the Issuer agrees to issue the Bonds and each Manager severally, and not jointly, agrees to subscribe and pay for, or to procure subscriptions and payment for, the principal amount of the Preferred Stock are Bonds set out against its name as set forth its underwriting commitment in the Certificate of IncorporationSchedule 1 hereto on 25 February 2016, or such later date, not being later than 10 March 2016, as amended, included in the Exhibits Issuer and the 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 Circular provisions of the company filed with the SEC (the “Offering Circular”).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 _______________________________ 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), filed with the SEC as 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) if the 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 Circularnon-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 the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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 discretiondefault. 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 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 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) is not consummated for any reasonClauses 5.4, and 9 to 11 of this Subscription Agreement shall have no force or effect, 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 (fsubject as stated therein) The terms of this Subscription Agreement shall and will, on the date hereof, 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 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 Company 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 sole discretionrespective directors, pursuant officers, employees and agents from time to which time).
1.6 Without prejudice to the proposed Transferee shall acknowledgeobligations owed by the Managers to the Issuer under this Agreement, agreeby executing this Agreement, and each of the Managers hereby agrees to be bound by the representations 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 warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents any reference to “Lead Manager” and/or to “Managers” therein shall be deemed to be a reference to the transfer in its sole discretionManagers.
Appears in 2 contracts
Sources: Subscription Agreement (Vodafone Group Public LTD Co), Subscription Agreement (Vodafone Group Public LTD Co)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common shares of Series D Preferred Stock (the “Securities”), of Legion WorksWinc, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.50 1.4136 per share of Series D Preferred Stock (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 rights minimum subscription is $1,000.83. SeedInvest Auto Invest participants have a lower investment minimum of $200. The shares of Series D Preferred Stock being subscribed for under this Subscription Agreement and the shares of Common Stock (“Common Stock”), issuable upon conversion of the Series D Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series D Preferred Stock are as set forth in the Certificate amended and restated certificate of Incorporationincorporation (the “Restated Certificate”), as amended, included substantially in the Exhibits form filed as exhibit 2.2 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ , 2019 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, 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 Fifth Amended and Restated Voting Agreement (the “Voting Agreement”), the Fifth Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”) and the Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement(the “ROFR/Co-Sale Agreement,” and, together with the Voting Agreement and the Investors’ Rights Agreement, the “Investor Agreements”), each filed as an exhibit to the Offering Statement.
(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. 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 57,000,000 Units 10,610,887 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless 2020, or the earliest of extended date at which the offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until ). Providing that subscriptions for 1,237,974 Securities are received (the maximum number of shares under “Minimum Offering”), and all other requirements for a closing are met, 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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, but not limited to, the optional redemption substantially in the form set forth in Section 4(k) and the Company consents to terms of the transfer in its sole discretionInvestor Agreements.
Appears in 2 contracts
Sources: Subscription Agreement (Winc, Inc.), Subscription Agreement (Winc, Inc.)
Subscription. 1.1 Subject to the terms and conditions of this Agreement, at the Subscription Closing (as defined below), (i) Parent shall issue to each Subscriber the number of ordinary shares, par value US$0.0001 per share, of Parent as set forth opposite such Subscriber’s name in Schedule A hereto (collectively, the “Subscription Shares”), and (ii) in exchange for Parent issuing the Subscription Shares to the Subscribers at the Subscription Closing, each Subscriber shall, severally and not jointly, deliver, at the direction of Parent, the corresponding purchase price set forth in Schedule A (the aggregate amount being the “Purchase Price”) to the account designated by Parent in writing at least five (5) Business Days prior to the Subscription Closing.
1.2 The closing of the issuance and subscription of the Subscription Shares (the “Subscription Closing”) shall take place prior to the Closing and shall be subject to the satisfaction of the conditions set forth in Section 1.4 below. As soon as practicable after the Subscription Closing, Parent shall deliver to the Subscribers certified true copies of Parent’s register of members, showing the Subscribers as the registered holders of Subscription Shares, and share certificates representing the Subscription Shares in the name of each of the Subscribers.
1.3 The Purchase Price shall be used by Parent solely for the purpose of funding (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for the aggregate Merger Consideration and agrees Option Consideration pursuant to purchase Common Stock (the “Securities”), of Legion Works, a Delaware corporation (the “Company”), at a purchase price of $0.50 per share (the “Per Security Price”) with a minimum purchase of 2000 shares or $1,000 or higher subject to the discretionary Section 3.2 and Section 3.3 of the manager Merger Agreement, (“Minimum Purchase,”b) any other amounts required to be paid by Parent and Merger Sub in connection with the consummation of the Merger and the other Transactions upon the terms and conditions contemplated by the Merger Agreement, and (c) all related fees and expenses associated therewith. Parent hereby acknowledges, agrees and confirms that the Purchaser Price hereunder shall be sufficient to pay in full the amounts set forth hereinin sub-clauses (a), (b) and (c) above pursuant to, and in accordance with, the Merger Agreement and the transactions contemplated thereby. The rights Parent agrees that the delivery of the Preferred Stock Purchase Price to the account designated by Parent in writing will constitute full and complete satisfaction of the Subscribers’ payment obligations under Section 1.1 of this Agreement.
1.4 The obligation of the Subscribers to pay the Purchaser Price and subscribe for the Subscription Shares at the Subscription Closing shall be subject only to the satisfaction or waiver of the following conditions:
(a) each of the conditions to Parent’s and Merger Sub’s obligations to effect the Merger set forth in Section 8.1 and Section 8.2 of the Merger Agreement as in effect from time to time shall have been satisfied or duly waived (other than those conditions that by their nature are to be satisfied at the Closing); and
(b) the substantially simultaneous funding by each Subscriber of its portion of the Purchase Price as set forth in Schedule A hereto; provided, however, that for the Certificate avoidance of Incorporationdoubt, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required failure by the a Subscriber to make an investment decision.
(c) 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 fund its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number Purchase Price shall not limit or impair the ability of Securities Parent or the Company to enforce the obligations of the other Subscriber has subscribed forunder this Agreement if Parent or the Company is seeking to enforce the obligations of the defaulting Subscriber(s). The Notwithstanding the foregoing, if 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 awarded specific performance with respect to the rejected portion obligations of Parent and Merger Sub to effect the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 Closing pursuant to the Termination Date (each a “Closing Date”).
(e) In Merger Agreement, the event of rejection of this subscription condition set forth in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement 1.4 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 discretionsatisfied.
Appears in 2 contracts
Sources: Subscription Agreement (Excellence Education Investment LTD), Subscription Agreement (Yang Huiyan)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common the Series Seed Preferred Stock (the “Securities”), of Legion WorksFuture Acres, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.50 1.66 per 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 rights minimum subscription is $999.32 representing 602 shares of the Company. Investors participating in the SeedInvest Auto Invest program have a lower minimum subscription of $199.20, representing 120 shares of the Company. The Series Seed Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Conversion Shares”), issuable upon conversion/exercise of the Series Seed Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series Seed Preferred Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, Incorporation included as amended, included in the Exhibits an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that SI Securities, LLC which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 2.0% of the value of the shares subscribed for, up to $300. This processing fee shall count against the per investor limit set out in Section 4(d) below.
(c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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.
(de) The aggregate number of Securities sold shall not exceed 57,000,000 Units 1,807,229 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________(i) the date the Maximum Offering has been sold to investors; (ii) 12 months after qualification by the SEC, unless or (iii) the earliest of extended date at which the offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until ). Providing that subscriptions for 301,204 Securities are received (the maximum number of shares under “Minimum Offering”), 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”).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) 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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (Future Acres, Inc.), Subscription Agreement (Future Acres, Inc.)
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 Common Stock (the “Securities”), of Legion Works, a Delaware corporation (the “Company”), at a purchase price of $0.50 per 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 rights of the Preferred Stock are as set forth residential or business address indicated in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
this subscription or (b) Subscriber understands that directly to the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”)Purchaser’s account, filed if any, maintained with the SEC as part of Agent.
10.3 The Purchaser hereby authorizes and directs the Offering Circular. By executing this Subscription AgreementAgent to return any funds for unaccepted subscriptions to the same account from which the funds were drawn, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statementwithout interest or penalty, including any customer account maintained with the Exhibits thereto, and any other information required by the Subscriber to make an investment decisionAgent.
(c) 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. In addition, discretion and the Company, right is reserved to the 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 relating to the rejected purchase price representing that portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 for the Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) which is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectaccepted will promptly be similarly returned.
(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 (Crosshair Exploration & Mining Corp), Subscription Agreement (Crosshair Exploration & Mining Corp)
Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Common Stock shares of Series B Non-Voting Preferred Stock, par value $0.001 per share (the “Securities”), of Legion WorksWayBetter, Inc., a corporation incorporated in the state of Delaware corporation (the “Company”), at a purchase price of $0.50 1.00 per share of Series B Non-Voting Preferred Stock (the “Per Security Price”) with a minimum purchase of 2000 shares or $1,000 or higher subject ), rounded down to the discretionary of the manager (“Minimum Purchase,”) nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The rights of the Series B Non-Voting Preferred Stock are as set forth in the Amended and Restated Certificate of Incorporation, Incorporation set forth as amended, included in the Exhibits to Exhibit 2.1 of the Offering Circular of the company filed with the SEC (the “Offering Circular”)Statement.
(b) Subscriber understands that By subscribing to the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”)Offering, filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber Investor acknowledges that Subscriber Investor has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including Statement of the Exhibits thereto, Company filed with the SEC and any other information reasonably required by the Subscriber Investor to make an investment decision.
(c) 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. 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 relating shall terminate. Notwithstanding anything in this Subscription Agreement to the rejected portion contrary, the Company shall have no obligation to issue any of the subscription shall terminateSecurities 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 57,000,000 Units 20,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until February [_____________________________], 2017, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 (WayBetter, Inc.), Subscription Agreement (WayBetter, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Common Stock (the “Securities”), of Legion WorksQuadrant Biosciences Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.50 3.00 per share of Common Stock (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 $350. The rights of the Preferred shares of Common Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, Incorporation and Bylaws filed as amended, included in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______________________________ ] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, 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 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. 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 57,000,000 Units 5,000,000 shares of Common Stock (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until [_____________________________], unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 of, this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
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 Common Stock Series Interests (the “Securities”), of Legion WorksYSMD Series 33 Mine Street LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $0.50 5.00 per share membership interest (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 $300, or 60 Units. The rights of the Preferred Stock membership interest are as set forth in the Certificate Operating Agreement of IncorporationYSMD, LLC and the respective series designation, filed as amended, included in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ , 2024 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, 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 57,000,000 Units 867,258 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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 effecteffect with respect to the rejected subscription (or portion thereof), 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 (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock Series Interests (the “Securities”), of Legion WorksYSMD Series Buttonwood 21-2 LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $0.50 5.00 per share membership interest (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 $100, or 20 Units. The rights of the Preferred Stock membership interest are as set forth in the Certificate Operating Agreement of IncorporationYSMD, LLC and the respective series designation, filed as amended, included in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ , 2024 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, 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 57,000,000 Units 559,091 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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 effecteffect with respect to the rejected subscription (or portion thereof), 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 (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common the Series C Preferred Stock (the “Securities”), of Legion WorksMiso Robotics, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.50 17.16 per 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 rights minimum subscription is $1,492.92 representing 87 shares of the Company. Investors participating in the SeedInvest Auto Invest program have a lower minimum subscription of $188.76, representing 11 shares of the Company. The Series C Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Conversion Shares”), issuable upon conversion/exercise of the 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 Company’s Fifth Amended and Restated Certificate of Incorporation, Incorporation included as amended, included in the Exhibits an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 1,748,252 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________(i) the date the Maximum Offering has been sold to investors; (ii) 12 months after qualification by the SEC, unless or (iii) the earliest of extended date at which the offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until ). Providing that subscriptions for 87,413 Securities are received (the maximum number of shares under “Minimum Offering”), 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement (Miso Robotics, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksMC Endeavors, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.50 0.____ per share of Common Stock (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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 1,000,000,000 shares (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________the termination date given in the Offering Circular, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 (MC Endeavors, Inc.), Subscription Agreement (MC Endeavors, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock membership interests, which we refer to herein as shares (the “Securities”)) of Series Music, a Series of Legion WorksStartEngine Collectibles Fund I LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.50 10.00 per 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 $500, or 50 shares. The rights and preferences of the Preferred Stock shares are as set forth in the Certificate Limited Liability Company Agreement of IncorporationStartEngine Collectibles Fund I LLC dated January 5, 2021 as amendedamended from time to time (the “Operating Agreement”) and the Series Designation for Series Music filed as Exhibit 2.2 and Exhibit 2.3, included in the Exhibits respectively, to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber 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 Administrative 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. 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 57,000,000 Units $10,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (StartEngine Collectibles Fund I LLC), Subscription Agreement (StartEngine Collectibles Fund I LLC)
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 Common Stock (the “Securities”)Securities of ▇▇▇▇▇▇▇ Realty Trust, of Legion WorksInc., a Delaware Maryland corporation (referred to as the “Company”), at a purchase price of $0.50 10.00 per 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 hereinin this Agreement. The minimum subscription is $500. The rights of the Preferred Class A Common Stock are as set forth in the Certificate Amended and Restated Articles of Incorporation, filed as amended, included in the Exhibits an exhibit to the Offering Circular of the company filed with the SEC (the “Offering Circular”)Statement.
(b) Subscriber understands I understand that the Securities are being offered pursuant to an offering circular dated _______________________________ February 12, 2019 (the “Offering Circular”), ) and filed with the SEC as part of the Offering CircularStatement. 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, including the Exhibits theretoexhibits, and any other information required by the Subscriber me to make an investment decision.
(c) 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. 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 relating to the rejected portion of the subscription under this Subscription Agreement shall terminate.
(d) The aggregate number of Securities sold in the offering shall not exceed 57,000,000 Units 5,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________February 12, 2020, unless the earliest of that period is extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as is required to sell the Maximum Offering (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 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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.
(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 (Steward Realty Trust, Inc.), Subscription Agreement (Steward Realty Trust, 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 Common Stock deal in all of the Subscription Shares (the “SecuritiesRegulatory Condition”); and
(b) the Placing Completion having occurred pursuant to the terms of this Agreement, of Legion Works(together, a Delaware corporation (the “Company”), at a purchase price of $0.50 per 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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering CircularConditions”).
3.3 The Company shall use its best endeavours to procure the fulfilment of 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 shall terminate and none of the parties shall have any claim against the others for costs, damages, compensation or otherwise provided in this Agreement in respect of the Subscription.
3.5 The price for the Subscription Shares shall be an amount of HK$740,515,867 (the “Subscription Price”), representing a price per Subscription Share of HK$4.8106, which shall be payable by the Vendor to the Company on the Subscription Completion.
3.6 At the Subscription Completion:
(a) the Company shall:
(i) allot and issue to the Vendor the Subscription Shares and shall promptly thereafter register the Vendor or such person as the Vendor may nominate as the holder of the Subscription Shares and shall cause to be delivered to the Vendor definitive certificates of title in respect of the Subscription Shares in the 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 and the transactions contemplated hereunder, including the allotment of the Subscription Shares pursuant to this Clause 3; and
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (Vendor shall make or procure the “Offering Circular”), filed with making of payment in Hong Kong dollars for value on the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Completion Date (as hereinafter defined), by the Company at its sole discretion. 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 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 of an amount equal to (i) the Subscription Price less (ii) the expenses properly incurred by it (if any) in advance an instrument in a form acceptable connection with the Placing and the Subscription 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 discretionCompany’s Bank Account.
Appears in 2 contracts
Sources: Placing and Subscription Agreement, Placing and Subscription Agreement
Subscription. (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock the number of shares set forth below of the shares of Class A Membership Interest (the “Securities”)) of AMAZON GOLD, of Legion WorksLLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.50 4.00 per share (the “Per Security Share Price”) ), with a minimum purchase of 2000 shares or $1,000 400.00 or higher subject to the discretionary of the manager (“Minimum Purchase,”) ), subject to the discretion of the Company and upon the terms and conditions set forth herein. The rights of the Preferred Stock Class A Membership Interest are as set forth in the Certificate of IncorporationFormation and Operating Agreement of the Company, as amended, each included in the Exhibits to the Offering Circular offering circular of the company Company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular statement dated _______________________________ , 2021 (the “Offering CircularStatement”), a copy of which has been filed with the SEC as part of the Offering CircularSEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering StatementCircular, including the Exhibits thereto, and any other Offering Materials or other information required by the Subscriber to make an investment decision.
(c) 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 Company, in its sole discretion. In addition, the Company, at in 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 sold shall not exceed 57,000,000 Units 2,500,000 shares of Class A Membership Interest (the “maximum number Maximum Number of UnitsShares”). The Company may accept subscriptions until _____________________________, 2022, unless the earliest of extended by the Company Company, in its sole discretion discretion, in accordance with applicable SEC regulations or until the Maximum Number of Shares under the Offering are sold, whichever shall first occur (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 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 “TransfereesTransferee”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in a form acceptable to the Company Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agreeagree 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 2 contracts
Sources: Subscription Agreement (Amazon Gold, LLC), Subscription Agreement (Amazon Gold, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksBrewBilt Manufacturing, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.50 0.001 per share of Common Stock (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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 15,000,000,000 shares (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________the termination date given in the Offering Circular, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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
Sources: Subscription Agreement (BrewBilt Manufacturing Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksNitches, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.50 0.005 per share of Common Stock (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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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. 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 for the Company shall not exceed 57,000,000 Units 900,000,000 shares (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________the termination date given in the Offering Circular, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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
Sources: Subscription Agreement (Nitches Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class B Common Stock (the “Securities”), of Legion WorksRAD Technologies, Inc, a Delaware corporation (the “Company”), at a purchase price of $0.50 per 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 rights of the Preferred Stock Securities are as set forth in the Company’s Amended Certificate of IncorporationIncorporation dated September 29, as amended2023, included in the Exhibits as an exhibit to the Offering Circular of the company filed with the SEC (the “Offering Circular”)Statement.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. 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 Statement of the Exhibits thereto, Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(i) Subscriber acknowledges that Subscriber has read the educational materials on the landing page, and has been informed of Subscriber’s right to cancel the investment up to 48-hours prior to a Closing Date or Termination Date (both defined below); however, once the Subscription Agreement is accepted by the Company there is no cancelation right;
(ii) Subscriber acknowledges that there may be promoters for this Offering, and in the case that there are any communications from promoters, the promoter must clearly disclose in all communications the receipt of compensation, and that the promoter is engaged in promotional activities on behalf of the Company. A promoter may be any person who promotes the Company's offering for compensation, whether past or prospective, or who is a founder or an employee of the Company that engages in promotional activities on behalf of the Company; and
(iii) Subscriber acknowledges that Subscriber has been informed of the compensation that DealMaker Securities LLC and affiliates receives in connection with the sale of securities in the Regulation CF offering and the manner in which it is received.
(c) 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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that 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 value of the Securities to be sold by the Company shall not exceed 57,000,000 Units $402,658.89 (the “maximum number of Units”including Investor Processing Fees). The Company may accept subscriptions until _____________________________April 30, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations 2025 (the “Termination Date”) or until ). Providing that subscriptions for $10,000.08 are received (the maximum number of shares under “Minimum Offering”), 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) Investors will be required to pay an Investor Processing Fee of 2.0% to the Company at the time of the subscription to help offset transaction costs. The Broker will receive a cash commission on this fee.
(f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 7 hereof, which shall remain in force and effect.
(fg) 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 as set forth herein and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock (a Note in the “Securities”), of Legion Works, a Delaware corporation (principal amount indicated on the “Company”), at a purchase price of $0.50 per share (the “Per Security Price”) with a minimum purchase of 2000 shares or $1,000 or higher subject signature page hereof. Subscriber hereby tenders to the discretionary Company funds in the principal amount of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights Note for which Subscriber is subscribing, in payment of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circularpurchase price. By executing this Subscription Agreement, Subscriber acknowledges that this Agreement shall be the binding agreement of Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), upon acceptance by the Company at its sole discretionof this subscription for any principal amount of the Note equal or less than the full principal amount subscribed for by Subscriber. In additionSubscriber acknowledges that a Warrant will be issued to Subscriber to purchase two (2) shares of Common Stock of the Company for each One Dollar ($1.00) of principal amount of the Note purchased by Subscriber. Subscriber further acknowledges that the exercise price for each share of Common Stock covered by the Warrant will be one hundred twenty percent (120%) of the Fair Market Value (as defined in the Note) per share of the Company’s Common Stock on January 12, 2010. This Agreement shall not become binding unless the Company accepts this subscription, the subscription price has been received and accepted by the Company and such additional conditions as the Company, at in its sole and absolute discretion, may allocate to Subscriber only shall require are satisfied. This subscription shall not be deemed accepted by the Company until a duly authorized officer of the Company signs this Agreement. If this subscription is accepted, this Agreement shall become effective as between the Company and Subscriber. If this subscription is rejected for all or any portion of the number amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this the Note subscribed, the subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or price for the rejected portion thereof if partially rejected) will be returned to Subscriber without interest as soon as reasonably practicable, and all of Subscriber’s obligations hereunder relating this subscription shall apply solely to the rejected portion subscription for the amount of the Note accepted by the Company. If this entire subscription is rejected, the Company will return to Subscriber, this Agreement and the entire subscription price tendered by Subscriber and thereupon this subscription shall terminate.
(d) The aggregate number be rendered void and of Securities sold shall not exceed 57,000,000 Units (no further force or effect. Subscriber hereby authorizes the “maximum number Company to issue to Subscriber a Note for the principal amount of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended Note accepted by the Company in its sole discretion in accordance with applicable SEC regulations and a Warrant for two (the “Termination Date”2) or until the maximum number shares 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 Common Stock for each One Dollar (each a “Closing Date”).
(e$1.00) In the event of rejection of this subscription in its entirety, or in the event the sale principal amount of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or 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 Note accepted by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretionCompany.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”)number of Shares set forth on the signature page hereto at the Per Share Purchase Price, of Legion Works, a Delaware corporation (the “Company”), at a purchase price of $0.50 per 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 rights of aggregate purchase price for the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits Shares with respect to the Offering Circular of the company filed with the SEC each Subscriber (the “Offering CircularPurchase Price”)) is payable in the manner provided in Section 2 below.
(b) The Subscriber understands that the Securities Shares are being offered pursuant to an offering circular the Regulation A Offering Circular dated _______________________________ , 2019 and its exhibits (collectively, the “Offering Circular”), ) as filed with the SEC as part of the Offering CircularSEC. By executing this Subscription Agreementsubscribing to the Offering, the Subscriber acknowledges that the Subscriber has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decisiondecision with respect to the Shares. After the Offering Circular has been qualified by the SEC, Prime Trust, LLC, appointed by the Company as escrow agent for the Offering (the “Escrow Agent”), will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date.
(c) Subscriber’s This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to the Subscriber only a portion of the number of Securities the Shares that the Subscriber has subscribed forfor hereunder. The Company will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and all of the Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect, and investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom.
(fd) The terms of this Subscription Agreement shall be binding upon Subscriber and Company may close on investments on a “rolling” basis at its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effectivediscretion. Funds will remain in escrow until a Closing has occurred. Upon a Closing, the Transferee shall have executed and delivered Escrow Agent will release the funds to the Company in advance an instrument in a form acceptable to Company. In the Company in its sole discretion, pursuant to which event that the proposed Transferee shall acknowledge, agree, and be bound Offering does not close by the representations and warranties of Subscriber and Termination Date, any funds tendered will be promptly returned by the terms of this Subscription AgreementEscrow Agent, and the Company consents to the transfer in its sole discretionwithout interest or deduction.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksBitzumi, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.50 2.50 per share of Common Stock (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. There is no minimum subscription. The rights of the Preferred Common Stock are as set forth in the Certificate Articles of IncorporationOrganization and Bylaws, as amended, included in the which are Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a the Closing Date (as hereinafter defined), by the Company at its sole discretion. 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 57,000,000 Units 4,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) or until ). Providing that subscriptions for 400,000 Securities are received (the maximum number of shares under “Minimum Offering”), the Offering are sold. The Company may elect at any time to close all or any portion of this offering, on various dates a date 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 and the 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 Class A Common Stock (the “Securities”), of Legion Works▇▇▇ Electric Vehicles, Inc, a Delaware corporation (the “Company”), at a purchase price of $0.50 per 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 rights of the Preferred Stock Securities are as set forth in the Company’s Second Amended and Restated Certificate of Incorporation, included as amended, included in the Exhibits an exhibit to the Offering Circular Statement.
(i) Subscriber acknowledges that Subscriber has read the educational materials on the landing page, and has been informed of Subscriber’s right to cancel the investment up to 48-hours prior to the Target Date; however, once the Subscription Agreement is accepted by the Company there is no cancelation right;
(ii) Subscriber acknowledges that there may be promoters for this Offering, and in the case that there are any communications from promoters, the promoter must clearly disclose in all communications the receipt of compensation, and that the promoter is engaged in promotional activities on behalf of the company filed Company. A promoter may be any person who promotes the Company's offering for compensation, whether past or prospective, or who is a founder or an employee of an issuer that engages in promotional activities on behalf of the Issuer; and
(iii) Subscriber acknowledges that Subscriber has been informed of the compensation that DealMaker Securities LLC and affiliates receives in connection with the SEC (sale of securities in the “Offering Circular”)Regulation CF offering and the manner in which it is received.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. 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 Statement of the Exhibits thereto, Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) 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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that 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 value of the Securities to be sold by the Company shall not exceed 57,000,000 Units $1,024,991.80 (the “maximum number to which a transaction fee of Units”2.5% will be added not to exceed $100/transaction). The Company may accept subscriptions until _____________________________December 31, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations 2024 (the “Termination Date”) or until ). Providing that subscriptions for $10,004.82 are received (the maximum number of shares under “Minimum Offering”), 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 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 as set forth herein and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Series A Non-Voting Preferred Stock (the “Securities”), of Legion WorksiConsumer Corp., a Delaware corporation (the “Company”), at a purchase price of $0.50 0.15 per share of Series A Non-Voting Preferred Stock (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 $25.00 if paid in cash and $1,000.00 if paid in Bitcoin, Ether, or other cryptocurrency, valued at the applicable exchange rate in effect at 4:00 PM EST on the date that this Subscription Agreement is executed, which for Ether or Bitcoin, means the price of Ether or Bitcoin on the exchange maintained by the Gemini Trust Company, LLC. The rights and preferences of the Preferred Stock Securities are as set forth in the Certificate of IncorporationDesignations filed with the Secretary of State of Delaware on August 12, 2015, as amendedamended by the First Amendment to such Certificate of Designations filed with the Secretary of State of Delaware on January 19, included in the Exhibits 2018, which appear as Exhibit 3.1 and 2.2, respectively, to the Company’s Offering Circular of the company Statement filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ , 2018 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 100,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, 2019, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 the number of Shares of Common Stock (the “Securities”), of Legion WorksXTI Aircraft Company, a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $0.50 1.50 per 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 $450. The rights and preferences of the Preferred Stock Securities are as set forth in the Company’s amended and restated Certificate of Incorporation, Incorporation which appears as amended, included in the Exhibits an Exhibit to the Offering Circular of the company Statement filed with the SEC (covering the “Offering Circular”)Securities.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. 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 Statement of the Exhibits thereto, Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) 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. 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 57,000,000 Units 15,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________[DATE], unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 Class A Common Stock (the “Securities”), of Legion WorksTo The Stars Inc., a Delaware C corporation (the “Company”), at a purchase price of $0.50 5.00 per share of Class A Common Stock (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 $750.00. The rights of the Preferred Class A Common Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, Incorporation and Amended and Restated Bylaws filed as amended, included in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 6,000,000 shares of Class A Common Stock, (the “maximum number of UnitsMaximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for as provided in Section 5 6 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 Subscriber, 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 Company consents to the transfer in its sole discretionterms of this Section 1(f).
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Class A Common Stock Stock, par value $0.0001 (the “Securities”), of Legion WorksGenesisAI Corporation, a Delaware corporation (the “Company”), at a purchase price of $0.50 4.25 per share of the Securities (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 per Subscriber is 117 shares of the Securities. The rights of the Preferred Stock Securities are as set forth in the Certificate of Incorporation, Incorporation included as amended, included in the Exhibits an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [XX, 2022] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 Units 17,647,058 shares issued for cash consideration (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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, . The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the Company consents to the transfer in its sole discretionterms of this Section 1(g).
Appears in 1 contract
Subscription. (a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion Worksfrom Contact Gold Corp., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.50 per 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 rights , such number of shares (the “Shares”) of the Preferred Stock are Company’s common stock, $0.001 par value per Share, as set forth in on the Certificate of Incorporationsignature page hereto, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC for an aggregate purchase price (the “Offering CircularPurchase Price”)) equal to the product of (x) the aggregate number of Shares the Subscriber has agreed to purchase and (y) the purchase price per share (the “Subscription Price”) as set forth on the signature page hereto.
(b) The Subscriber understands that the Securities Shares are being offered pursuant to an offering circular dated __________ ______________________ , 2019 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement on Form 1-A (the “Offering Statement”). By executing this Subscription Agreement, the Subscriber acknowledges that Subscriber it has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. In addition, the Company, at its sole discretion, may allocate to the Subscriber only a portion of the number of Securities the Shares that the Subscriber has subscribed for. The Company will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and all of the Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 Shares (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 4 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 Common Stock units (the “Units” or the “Securities”)) of OriginClear, of Legion WorksInc., a Delaware Nevada corporation (the “Company”), at a purchase price of [$0.50 0.01] per share Unit (the “Per Security Price”), Each Unit offered herein consists of one (1) with a minimum purchase of 2000 shares or $1,000 or higher subject to the discretionary of the manager Company’s common stock (the “Minimum Purchase,Common Stock”), par value $0.0001 per share, and one warrant (the “Warrants”), each exercisable into one (1) upon share of the Common Stock. The holders of the Warrants may exercise the Warrants to purchase shares of the Common Stock at the price of the final offering price in the Regulation A+ Offering per share within one year from the issuance date of the Warrants. The terms and conditions set forth herein. The rights of the Preferred Stock Warrants are as set forth in the Certificate form of Incorporation, the Warrant included as amended, included in the Exhibits Exhibit 4.3 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ , 2024 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, 2024 unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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 that the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or 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 Subscriber, and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. Subject to the terms and conditions contained herein and in that certain Registration Rights Agreement (a"Rights Agreement") The undersigned form of Class A Warrant and Class B Warrant (“Subscriber”) the "Warrants"), all by and between the Company and Purchaser dated the date hereof (collectively, the "Transaction Documents"), the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue and sell to the Purchaser, a certain number of shares of the Company's Common Stock (the “Securities”"Common Stock"), and warrants to purchase additional shares of Legion Works, a Delaware corporation Common Stock (the “Company”Common Stock and warrants referred to as the "Securities"), at a for an aggregate purchase price of up to $0.50 per share 250,000 (the “Per Security "Purchase Price”"). The number of shares issuable to Purchaser (the "Applicable Number") with a minimum purchase will equal the Purchase Price, divided by the lesser of:
(a) $0.12, or
(b) fifty-two percent (52%) of 2000 shares or $1,000 or higher subject the average closing bid price for Common Stock on the five trading days prior to the discretionary date on which the registration statement (as described in the Registration Rights Agreement) is declared effective (the lesser of (a) and (b) being hereinafter referred to as the "Fixed Price"). Upon execution of this Agreement, Purchaser will be issued Warrants ^exercisable into such number of shares of Common Stock as is equal to 100% of the manager (“Minimum Purchase,”) upon Purchase Price paid by Purchaser, divided by the terms and conditions set forth herein. The rights of the Preferred Stock are Fixed Price as set forth in the Certificate of Incorporationapplicable Warrant. The Common Stock into which the Warrants are exercisable will have piggyback registration rights, as amendedand the Warrants will be transferable. Unexercised Warrants will expire December 31, included in the Exhibits to the Offering Circular 2008 ("Warrant Expiration Date"). ^Fifty percent of the company filed with the SEC Warrants (the “Offering Circular”).
"Class A Stock Purchase Warrants") will be exercisable into Common Stock at a per share price equal to 110% of the lesser of (a) $0.12; or (b) Subscriber understands that fifty-two percent (52%) of the average closing bid price for Common Stock on the five trading days immediately prior to the filing with the Securities are being offered pursuant to an offering circular dated _______________________________ and Exchange Commission ("SEC") of the Registration Statement. The remaining ^fifty percent of the Warrants (the “Offering Circular”), filed "Class B Stock Purchase Warrants") will be exercisable into Common Stock at a per share price equal to 150% of the lesser of (a) $0.12; or (b) fifty-two percent (52%) of the average closing bid price for Common Stock on the five trading days immediately prior to the filing with the SEC as part Securities and Exchange Commission of the Offering CircularRegistration Statement. By executing The $250,000 Purchase Price will be payable by Purchaser, in two traunches. The first traunche will be in the amount of $125,000 and shall occur no later than ^September 1, 2004. The second traunche will be an amount equal to $125,000 and shall occur ^no later than 5 days ^after the date on which the registration statement registering the Securities is declared effective by the SEC. The Company shall deliver to Purchaser the Common Stock and Warrants pertaining to the first traunche upon execution of this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies Agreement and payment of the Offering Circular first traunche and Offering Statement, including shall deliver the Exhibits thereto, Common Stock and any other information required by Warrants pertaining to the Subscriber to make an investment decision.
(c) Subscriber’s subscription may second traunche upon payment of the second traunche. The Purchaser or its designee shall also be accepted or rejected in whole or in part, at any time prior entitled to a Closing Date (as hereinafter defined)commission of 5% of any and all amounts received, directly or indirectly, by the Company at and/or its sole discretion. In additionprincipals as a consequence of a merger, the Company, at its sole discretion, may allocate to Subscriber only license or any other similar arrangement or remuneration as a portion consequence of the number efforts of Securities Subscriber has subscribed for^Purchaser or its designee or agent within 5 days following receipt of such funds. 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 All references to the rejected portion "Company" shall include associates, and any individual, corporation, organization, firm or company, of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by which the Company in its sole discretion in accordance with 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 offeringis a member, 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 entiretyemployee, principal, party to, or in the event the sale of the Securities (from which such it would otherwise benefit financially, directly or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectindirectly.
(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
Sources: Subscription Agreement (Nanobac Pharmaceuticals Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksWorthpoint Corporation, a Delaware corporation (the “Company”), at a purchase price of $0.50 11.00 per 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 rights of the Preferred Stock shares are as set forth in the Amended and Restated Certificate of Incorporation, as amended, included in the Exhibits exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated December _______________________________ , 2016 (the “Offering Circular”), filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 454,545 (the “maximum number of Unitsshares”). The Company may accept subscriptions until _____________________________, 2017, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the maximum number of shares (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 and the 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 Common Stock Series Interests (the “Securities”), of Legion WorksYSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $0.50 5.00 per share membership interest (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 $500, or 100 Units. The rights of the Preferred Stock membership interest are as set forth in the Certificate Operating Agreement of IncorporationYSMD, LLC and the respective series designation, filed as amended, included in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(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 CircularStatement. 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, 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 57,000,000 Units 4,514,621 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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 effecteffect with respect to the rejected subscription (or portion thereof), 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
Sources: Subscription Agreement (Ysmd, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock membership interests (the “Securities”), of Legion WorksTrevi Investors LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.50 per 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 Company is serving as a “crowdfunding vehicle” as defined under Rule 3a-9 of the Investment Company Act of 1940, as amended, for shares of Common Stock (the “Common Stock”) to be acquired from Trevi Systems Inc., a Delaware C Corporation (the “Crowdfunding Issuer”). The Securities being subscribed for under this Subscription Agreement constitute limited liability company membership interests of the Company which relate to shares of Common Stock issued by the Crowdfunding Issuer on a one-to-one basis. The rights of the Preferred Stock Securities are as set forth in the Limited Liability Company Agreement of the Company; and the rights of the Common Stock underlying the Securities are as set forth in the Amended and Restated Certificate of Incorporation, as amended, included Incorporation and Bylaws of the Crowdfunding Issuer; and any description of the Securities or the Common Stock that appears in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”)Materials is qualified in its entirety by such documents.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. 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 Statement of the 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 Limited Liability Company Agreement of the Company.
i) Subscriber acknowledges that Subscriber has read the educational materials on the landing page, and has been informed of Subscriber’s right to cancel the investment up to 48-hours prior to the Offering Deadline; however, once the Subscription Agreement is accepted by the Company there is no cancelation right;
ii) Subscriber acknowledges that there may be promoters for this Offering, and in the case that there are any communications from promoters, the promoter must clearly disclose in all communications the receipt of compensation, and that the promoter is engaged in promotional activities on behalf of the Issuer. A promoter may be any person who promotes the Issuer's offering for compensation, whether past or prospective, or who is a founder or an employee of an issuer that engages in promotional activities on behalf of the Issuer; and
iii) Subscriber acknowledges that Subscriber has been informed of the compensation that DealMaker Securities LLC and affiliates receives in connection with the sale of securities in the Regulation CF offering and the manner in which it is received.
(c) Subscriber understands that the Crowdfunding Issuer, as Manager of the Company, will make all decisions for the Company even though the Subscriber’s subscription investment is not made with the Crowdfunding Issuer.
(d) This Subscription may be accepted or rejected in whole or in part, at any time prior to a the Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that 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.
(de) The aggregate number value of Securities the shares of Common Stock to be sold by the Crowdfunding Issuer shall not exceed 57,000,000 Units $4,999,999.20 (the “maximum number including an investor transaction fee of Units”2%). The Company may accept subscriptions until _____________________________June 24, unless the earliest of extended by the Company in its sole discretion in accordance with 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”)2025.
(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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 8 hereof, which shall remain in force and effect.
(fg) 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 as set forth herein and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (the “SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to purchase Common Stock the number of ordinary shares, par value US$0.00025 per share (the “SecuritiesShares”), with accompanying warrants, of Legion WorksMulti Ways Holdings Limited, a Delaware corporation Cayman Islands company limited by shares (the “Company”), set forth on the signature page to this agreement (the “Subscription Agreement”). Each Share is sold together with one accompanying warrant, substantially in the form attached hereto as Exhibit A (collectively, the “Securities”). The Securities are being offered (the “Offering”) by the Company pursuant to this Subscription Agreement dated as of the date hereof, as may be amended and/or supplemented from time to time. The Securities are being offered on a “best efforts” basis for up to a maximum of US$[ ] (the “Maximum Offering”) at a purchase price of $0.50 US$[ ] per share Share and accompanying warrant. The Company has appointed Spartan Capital Securities, LLC (the “Per Security PricePlacement Agent”) with a minimum purchase of 2000 shares or $1,000 or higher subject to as the discretionary of exclusive placement agent in the manager (“Minimum Purchase,”) upon the terms and conditions set forth hereinOffering. The rights of Shares shall have the Preferred Stock are as preferences, rights, limitations and other terms set forth in the Certificate Amended and Restated Memorandum and Articles of IncorporationAssociation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Memorandum and Articles of Association ”) and the warrants shall have the preferences, rights, limitations and other terms set forth in Exhibit A attached hereto. The Securities will be sold at the closing of the Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering CircularClosing”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defineddefined hereafter), by the Company at its sole discretion. 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 SubscriberPurchaser’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) for the Securities will be returned made in accordance with and subject to Subscriber without interest the terms and all conditions of Subscriber’s obligations hereunder this Subscription Agreement and the other Transaction Documents (as defined below). Certain capitalized terms used, but not otherwise defined herein, will have the respective meanings provided in the prospectus relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 Units this Offering, as amended (the “maximum number of UnitsProspectus”) or the Confidential Private Placement Memorandum for the Offering, as amended (the “Memorandum”), as the case may be. The Securities will be offered until the earliest to occur of (i) the date upon which subscriptions for the Maximum Offering have been accepted or (ii) the date upon which the Company may accept subscriptions until _________________and the Placement Agent elect to terminate this Offering in their mutual discretion, but no later than ____________, unless the earliest of extended 2025, or such later date as may be agreed upon by the Company in its sole discretion in accordance with applicable SEC regulations and the Placement Agent (the “Termination Date”). In the event that (i) or until the maximum number of shares under subscriptions for the Offering are sold. The rejected in whole (at the sole discretion of the Company may elect at any time to close all or any portion of this offeringthe Placement Agent), on various dates at or (ii) the Closing does not occur prior to the Termination Date or (each iii) the Offering is otherwise terminated by the Company, then the appointed escrow agent will refund all subscription funds held to the Purchasers who submitted such funds, without interest, penalty or deduction. If a “Closing Date”).
subscription for Securities is rejected in part (e) In at the event of rejection of this subscription in its entirety, or in the event the sale sole discretion of the Securities (Company or any portion thereofthe Placement Agent) is not consummated for any reason, this Subscription Agreement shall have no force or 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 accepts the portion not so rejected, the funds for the rejected portion of such subscription will be returned to the transfer in its sole discretionrespective Purchaser without interest, penalty, expense or deduction.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase membership interests (referred to herein as “Common Stock (the Shares” or “Securities”), of Legion WorksWahed Real Estate Fund I LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.50 10.00 per share Common 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 $100.00. The rights of the Preferred Stock Common Shares are as set forth in the Certificate of Incorporationlimited liability company agreement, dated [date], as amendedmay be amended from time to time (the “Operating Agreement”), included in the Exhibits filed as an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement (SEC File No. [X]), 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, Statement including the Exhibits thereto, 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 the 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 relating to the rejected portion of the subscription shall terminateinterest.
(d) The aggregate number of Securities sold shall not exceed 57,000,000 Units 7,500,000, for maximum aggregate gross proceeds of $75,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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 offering for such subscriptions submitted prior to the Termination Date on various dates (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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
Sources: Subscription Agreement (Wahed Real Estate Fund I LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksTreasure & Shipwreck Recovery, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of Fifteen Cents ($0.50 .15) per share of Common Stock (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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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. 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 for the Company shall not exceed 57,000,000 Units Twenty Five Million Three Hundred Thirty Three Thousand Three Hundred Thirty Three (25,333,333) shares (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________the termination date given in the Offering Circular, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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
Sources: Subscription Agreement (Treasure & Shipwreck Recovery, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Series A Non-Voting Preferred Stock (the “Securities”), of Legion WorksiConsumer Corp., a Delaware corporation (the “Company”), at a purchase price of $0.50 per share Security as set out on the signature page to this Agreement (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 rights and preferences of the Preferred Stock Securities are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular 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 Circular”)Statement filed with the SEC.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. 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 Statement of the Exhibits thereto, Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) 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. 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 57,000,000 Units $1,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________[DATE], unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”) or until ). Providing that subscriptions for Securities in the maximum number amount of shares under $100,000 are received (the Offering are sold. 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 Common Series A Preferred Stock (the “Securities”), of Legion WorksCub Crafters, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.50 5.00 per share of Series A Preferred Stock (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 $400. The rights and preferences of the Series A Preferred Stock are as set forth in the Amended and Restated Certificate of Incorporation, as amendedIncorporation of the Company, included in the Exhibits as exhibit 2.2 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(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 CircularStatement. 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, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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 57,000,000 Units 10,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 Class B Common Stock (the “Securities”), of Legion WorksHylete, Inc., a Delaware California corporation (the “Company”), at a purchase price of $0.50 1.75 per share of Class B Common Stock (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 rights of the Preferred Class B Common Stock are as set forth in Third Amended and Restated Articles of Incorporation of the Certificate of IncorporationCompany, as amendedamended (the “Restated Articles”), included in the Exhibits filed as an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 2,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 Beast CF Investors SPV, LLC (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Class B Common Stock (the “Securities”), of Legion WorksBeast Brands, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.50 14.3277 per share (the “Per Security Price”) with for a minimum total purchase price 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 rights of the Preferred Class B Common Stock are as set forth in the Third Amended and Restated Certificate of Incorporation, as amended, included Incorporation and any description of the Securities that appears in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. 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 Statement of the Exhibits thereto, Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) 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. 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 57,000,000 Units 79,479 (the “maximum number of UnitsOversubscription Offering”). The Company may accept subscriptions until _____________________________January 31, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations 2023 (the “Termination Date”) or until ). Providing that subscriptions for 20,939 Securities are received (the maximum number of shares under “Minimum Offering”), 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”). In the event the Company raises $300,000 in gross proceeds, $274,590 in principal and interest of our outstanding indebtedness will be converted into Securities of the Offering at a discount to the per share offering price equal to 80%, or $11.46216 per share, thereby reducing new cash being received in the Oversubscription Offering.
(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) is not consummated for any reason, this Subscription Agreement shall have no force or 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
Sources: Subscription Agreement
Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksWearable Health Solutions, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.50 0.01 per share of Common Stock (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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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. 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) d. The aggregate number of Securities sold shall not exceed 57,000,000 Units 1,000,000,000 shares (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________the termination date given in the Offering Circular, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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
Sources: Subscription Agreement (Wearable Health Solutions, Inc.)
Subscription. (a) 1.1 The undersigned (“Subscriber”) hereby irrevocably Purchaser, intending to be legally bound hereby, subscribes for and agrees to purchase Common Stock One Million (1,000,000) shares (the “SecuritiesShares”) of common stock, par value $0.001 per share (the “Common Stock”), of Legion Works, a Delaware corporation (the “Company”), Company at a purchase price of $0.50 2.00 per 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 Share, on the terms and conditions set forth hereinbelow. The rights closing of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC transactions contemplated by this Agreement (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering CircularClosing”), filed with shall be held at the SEC as part offices of the Offering CircularCompany, no later than on December 1, 2007, at 10:00 A.M., or such other place, date and time as the parties hereto may otherwise agree.
1.2 At Closing, the Purchaser will deliver payment for the Shares as follows:
(i) cash or other form of certified funds in the amount of One Million Dollars ($1,000,000); and
(ii) delivery of Two Hundred Thousand (200,000) shares of fully paid, non-assessable restricted shares of the Purchaser’s common stock. By executing this Subscription AgreementSuch shares of the Purchaser’s common stock have been valued at $5.00 per share based upon the trading price of the Purchaser’s common stock on the Nasdaq® Capital Market.
1.3 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, Subscriber AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAW OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE ARE SPECULATIVE SECURITIES.
1.4 The Purchaser acknowledges that Subscriber the Company is a holding company with three operating subsidiaries: Rubicon Real Estate and Mortgages, Inc.; Rubicon Financial Insurance Services, Inc.; and Dial-A-Cup, Inc. However, the Company has received this Subscription Agreementcash flow deficiencies and anticipates relying on continued equity financing to support its operations. Therefore, copies there can be no assurances that the Company will ever develop its operations as currently contemplated to a point of generating positive cash flow sufficient to support its operations. The Purchaser acknowledges that an investment in the Shares is extremely speculative and that there is a substantial likelihood that the Purchaser will lose its entire investment.
1.5 The Company is a financial services holding company. Its goal is to become a “Single Source Provider” (SSP) of distinct and diverse financial services, bundled together for client convenience. The Company believes that the economy of efficiencies that is anticipated to exist between the various subsidiaries will increase its bottom line while lowering costs. The Purchaser acknowledges that, even upon the purchase of the Offering Circular Shares, there can be no assurances that the Company will be able to accomplish any of the goals described in its SEC filings. The Purchaser assumes all the obligations and Offering Statementrisks of investigating and conducting due diligence on the matters described in the Company’s SEC filings and other information the Company has prepared, including its business plan and confidential private placement memorandum.
1.6 The Company intends to use the Exhibits theretonet proceeds from the sale of the Shares, after deduction for legal and other miscellaneous costs related to the sale of the Shares, as working capital to accomplish the objectives described in its SEC filings. Purchaser expressly acknowledges that the use of proceeds from this Agreement will be solely at the discretion of management. There can be no assurances that the Company will be able to accomplish any of the objectives described in its SEC filings.
1.7 Purchaser expressly covenants and agrees that it will reasonably regard and preserve as confidential any and all information, including but not limited to trade secrets, marketing and sales information, pertaining to the Company’s business, including, but not limited to the information contained in its SEC filings, confidential private placement memorandum and such other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription relating thereto which may be accepted provided, directly or rejected in whole indirectly, to the Purchaser (“Confidential Information”). Purchaser further covenants that it shall not, without the written authority of the Company, use for Purchaser’s own benefit or in partpurposes or disclose to others, at any time prior time, any such Confidential Information. In the event that Purchaser shall not purchase the Shares on the terms and conditions described in this Agreement, or upon request of the Company, Purchaser shall return to a Closing Date (as hereinafter defined), by the Company at its sole discretionall written information provided to Purchaser by or regarding Company, and shall not retain any copies or record (electronic or otherwise) thereof.
1.8 The authorized capital of the Company is Fifty Million (50,000,000) shares of Common Stock and Ten Million (10,000,000) shares of Preferred Stock. As of September 30, 2007, the Company had issued and outstanding approximately nine million seven hundred twenty-four thousand two hundred seventy-three (9,724,273) shares of Common Stock and no shares of Preferred Stock. Further, the Company had authorized five hundred fourteen thousand seven hundred ninety (514,790) shares of Common Stock for issuance as of September 30, 2007. In addition, the CompanyCompany intends to issue up to an additional one million (1,000,000) shares of Common Stock through this Agreement and is currently offering up to an additional two million (2,000,000) shares through a confidential private placement memorandum dated October 8, at its sole discretion2007. In addition, may allocate the Company has entered into a merger agreement and non-binding letters of intent to Subscriber only a portion acquire several private companies in the financial services industry, which if successful, will result in the issuance of up to two million three hundred fifty thousand (2,350,000) shares of the number Company’s Common Stock as of Securities Subscriber has subscribed forthe date of this Agreement. 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 Purchaser expressly acknowledges the rejected portion intentions of the subscription shall terminate.
(d) The aggregate number of Securities sold shall Company to issue the shares described herein, additional shares not exceed 57,000,000 Units (described herein and understands the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 dilutive impact of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectshare issuances on Purchaser’s investment decision being made hereby.
(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”) Purchaser hereby irrevocably subscribes for for, and agrees to purchase Common ------------ the number of shares of Series D Preferred Stock (the “Securities”)"Series D Stock") of JetFax, of Legion Works, a Delaware corporation Inc. (the “The "Company”), at a purchase price of $0.50 per share (the “Per Security Price”") with a minimum purchase of 2000 shares or $1,000 or higher subject to the discretionary and/or Series E Preferred Stock of the manager Company (“Minimum Purchase,”"Series E Stock") upon the terms and conditions set forth herein. The rights of the Preferred Stock are as set forth in the Certificate space provided on the signature page below for the above-referenced purchase price; provided that such subscription cannot exceed the maximum number of Incorporationshares offered as set forth above. The Series D Stock and Series E Stock being subscribed for hereby is herein referred to as the "Stock." In the event this subscription is accepted by the Company, Purchaser shall also be entitled to the warrants and options described in footnotes 91) and(2) above on such terms and in such amounts as amended, included described herein. The undersigned hereby tender this Subscription and Stock Purchase Agreement (the "Agreement") with a personal or bank check in the Exhibits amount of the aggregate subscription amount payable to the Offering Circular order of "JetFax, Inc." The Company shall have the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant right to an offering circular dated _______________________________ (the “Offering Circular”)accept or reject this subscription, filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior and this subscription shall be deemed to a Closing Date (as hereinafter defined), be accepted by the Company at its sole discretiononly by execution of this Agreement. In additionNo subscription will be accepted unless and until the proposed transaction with Ailicec California Corporation is substantially consummated, which, assuming certain stockholder proposals are adopted, is expected to occur shortly after the Company, at its sole discretion, may allocate to Subscriber only a portion 1991 Annual Meeting of Stockholders of the number of Securities Subscriber has subscribed forCompany scheduled for August 9, 1991. The Any check tendered as payment for the subscription amount for the Stock shall not be negotiated by the Company will notify Subscriber whether unless and until 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 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until the maximum number of shares under the Offering are soldCompany. 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 his subscription is not accepted, the check will be promptly returned to the undersigned. This subscription shall be irrevocable and shall survive death, disability, dissolution, liquidation or bankruptcy of rejection of this subscription in its entiretyPurchaser, or in the event the sale subject, however, to all of the Securities (or any portion thereof) is not consummated for any reasonterms, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force provisions and effectconditions set forth herein.
(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
Sources: Subscription and Stock Purchase Agreement (Jetfax Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby 1.1 Subscriber irrevocably subscribes agrees to subscribe for and agrees purchase a number of shares of Class A common stock and Class C common stock with an aggregate value at the Per Share Price equal to purchase Common Stock $1,500,000,000 (the “SecuritiesTotal Subscription Commitment,” allocated between A Shares and C Shares pursuant to Section 1.2 below), minus (i) such number of shares of Class A common stock, if any, acquired by Other Subscribers at the Per Share Price pursuant to the Other Subscription Agreements as contemplated herein (the aggregate value of such subscriptions by Other Subscribers at the Per Share Price, the “Other Subscribers Purchase Amount”) and (ii) the aggregate value at the Per Share Price of the shares of Class A common stock acquired by Sponsor pursuant to the Sponsor Subscription Agreement immediately prior to the subscription contemplated by this Agreement on the Closing Date (the “Sponsor Purchase Amount”) (the amount of the Total Subscription Commitment, reduced by the Other Subscribers Purchase Amount and the Sponsor Purchase Amount, being the “Subscribed Amount”). In clarification of the foregoing, in the event of any default in performance or failure by (A) any Other Subscriber to fund prior to Closing in accordance with the terms of its Other Subscription Agreement and purchase at the Closing any portion of the Other Subscribers Purchase Amount pursuant to any Other Subscription Agreement or (B) Sponsor to fund prior to Closing in accordance with the terms of the Sponsor Subscription Agreement and purchase at the Closing any portion of the Sponsor Purchase Amount pursuant to the Sponsor Subscription Agreement and not including any amount in respect of the Redemption Subscription Agreement (the aggregate of (A) and (B), the “Defaulted Commitment Amount”, and together with the Subscribed Amount, the “Aggregate Purchase Amount”), of Legion Worksin each case at the Closing, a Delaware corporation (the “Company”)Subscriber shall, at a purchase price of $0.50 per share (the “Per Security Price”) with a minimum purchase of 2000 shares or $1,000 or higher subject in addition to the discretionary Subscribed Amount, purchase a number of shares of common stock with an aggregate value at the Per Share Price equal to the Defaulted Commitment Amount. For the avoidance of doubt, in no event shall Subscriber be obligated to purchase shares of common stock valued at the Per Share Price in excess of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”)Total Subscription Commitment.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. 1.2 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 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 A Shares issuable to close all or any portion of this offering, on various dates at or prior Subscriber pursuant 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon such amount that, together with all other voting securities of the Issuer and the Company beneficially owned by the Subscriber and its transferees, heirs, successors Affiliates would not result in total ownership of voting stock of the Issuer by Subscriber and assigns its Affiliates exceeding 9.4% of the outstanding voting power of the Issuer as of the Closing Date (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered giving effect to the Company Closing of the transactions contemplated by this Subscription Agreement and the Transactions), with any common stock issuable in advance an instrument satisfaction of the Total Subscription Commitment in a form acceptable excess of such voting threshold to consist of C Shares for the remainder of the Aggregate Purchase Amount.
1.3 Subject to the Company in its sole discretionterms and conditions hereof, pursuant at the Closing, Subscriber hereby agrees to which the proposed Transferee shall acknowledge, agree, subscribe for and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreementpurchase, and the Company consents Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Aggregate Purchase Amount, the Shares (such subscription and issuance, the “Subscription”) up to the transfer in its sole discretionTotal Subscription Commitment.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Class A Preferred Stock (the “Securities”), of Legion WorksERC Homebuilders 1, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.50 6 per 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 rights minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in the Amended and Restated Certificate of Incorporation, Incorporation included as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______________________________ ] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units 8,333,333 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until [_____________________________], unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 and the 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 Common Stock (the “Securities”), of Legion WorksKPISoft, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.50 4.00 per share (the “Per Security Price”) with a minimum purchase of 2000 50 shares or $1,000 200 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Preferred Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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. 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 57,000,000 Units 10,000,000 shares of Common Stock (the “maximum number of Unitsshares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 Common Stock Security Interests (the “Securities”), of Legion WorksLiquidPiston 2024 Reg CF SPV LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.50 per 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 Company is serving as a “crowdfunding vehicle” as defined under Rule 3a-9 of the Investment Company Act of 1940, as amended, for shares of Common Stock (the “Common Stock”) to be acquired from LiquidPiston Inc., a Delaware corporation (the “Crowdfunding Issuer”). The Securities being subscribed for under this Subscription Agreement constitute limited liability company membership interests of the Company which relate to securities issued by the Crowdfunding Issuer on a one-to-one basis with the shares of Common Stock being offered at a price of $11.50 per share (the “Underlying Securities”), plus a 2.5% investor transaction fee. The rights of the Preferred Stock Securities are as set forth in the Limited Liability Company Agreement of the Company; and the rights of the Underlying Securities are as set forth in the Certificate of Incorporation, as amended, included Incorporation and Bylaws of the Crowdfunding Issuer; and any description of the Securities or the Common Stock that appears in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. 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 Statement of the 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 Limited Liability Company Agreement of the Company.
(c) Subscriber acknowledges that Subscriber has read the educational materials on the landing page, and has been informed of Subscriber’s subscription right to cancel the investment up to 48-hours prior to the Termination Date (defined below); however, once the Subscription Agreement is accepted by the Company and Crowdfunding Issuer there is no cancelation right;
(d) Subscriber acknowledges that there may be promoters for this Offering, and in the case that there are any communications from promoters, the promoter must clearly disclose in all communications the receipt of compensation, and that the promoter is engaged in promotional activities on behalf of the Company and Crowdfunding Issuer. A promoter may be any person who promotes the Company’s and Crowdfunding Issuer's offering for compensation, whether past or prospective, or who is a founder or an employee of an issuer that engages in promotional activities on behalf of the Company and Crowdfunding Issuer; and
(e) Subscriber acknowledges that Subscriber has been informed of the compensation that DealMaker Securities LLC and affiliates receives in connection with the sale of securities in the Regulation CF offering and the manner in which it is received.
(f) Subscriber understands that the Crowdfunding Issuer, as Manager of the Company, will make all decisions for the Company even though the Subscriber’s investment is not made with the Crowdfunding Issuer.
(g) This Subscription may be accepted or rejected in whole or in part, at any time prior to a the Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that 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.
(dh) The aggregate number value of Securities the shares of Common Stock to be sold by the Crowdfunding Issuer shall not exceed 57,000,000 Units $4,999,998.18 (the “maximum number of Units”including an investor transaction fee). The Company may accept subscriptions until _____________________________December 31, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations 2024 (the “Termination Date”) or until ). Provided that subscriptions of $11,787.50 worth of Securities, including a 2.5% investor transaction fee are received, the maximum number of shares under the Offering are sold. The Company may elect at any time to close all or any a portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ei) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 8 hereof, which shall remain in force and effect.
(fj) 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 as set forth herein and the terms of this Subscription Agreement, .
(k) Each closing of the purchase and sale of the Securities (each a “Closing”) shall take place at such time and place as the Company consents may designate by notice to the transfer in its sole discretionSubscriber.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock the number of membership interests, which we refer to herein as shares (the “Securities”)) of %%NAME_OF_ISSUER%%, of Legion Works, a Delaware corporation (the “Company”), a Delaware limited liability company (the “Master LLC”) set forth on the signature page hereof at a purchase price of $0.50 35.00 per share (the “Per Security Price”) with a share. The minimum purchase of 2000 investment amount is $22,820.00 or 652 shares or $1,000 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon Company; provided that the terms and conditions set forth hereinCompany may accept a lower investment amount in its sole discretion. The rights of the Preferred Stock Securities are as set forth in the Certificate Limited Liability Company Agreement of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC StartEngine Private LLC (the “Offering CircularMaster Operating Agreement”) and the Limited Liability Company Agreement of %%NAME_OF_ISSUER%% (the “Series Operating Agreement”, and collectively with the Master Operating Agreement, the “Operating Agreements”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, Agreement and any other information required by the Subscriber to make an investment decision.
(c) SubscriberEffective upon the Company’s subscription acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Series Operating Agreement as if the Subscriber were a party to it (and grants to the Manager and the Liquidating Trustee, if applicable, the power of attorney described therein).
(d) 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 receipt of funds in accordance with Section 2(a) below and confirmation of accredited investor status in accordance with Section 4(d), 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 that 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 such rejected portion) of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(de) The aggregate number amount of Securities sold shall not exceed 57,000,000 Units $%%MAX_FUNDING_AMOUNT%% , unless otherwise increased by the Company in its sole discretion (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________%%FUNDING_END_DATE%%, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until ). Providing that subscriptions for 652 Securities are received (the maximum number of shares under “Minimum Offering”), 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”).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or 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
Sources: Purchase Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion WorksStartEngine Crowdfunding, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.50 ]____] per share of Common Stock (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 $500. The rights of the Preferred Common Stock are as set forth in the Fourth Amended and Restated Certificate of Incorporation, as amended, Incorporation and Bylaws included in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______________________________ ] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units [_________] (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until [_____________________________], unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Sources: Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.)
Subscription. a. The Subscriber (a) The undersigned (“"Subscriber”") hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”)Shares of Supernova Energy, of Legion WorksInc., a Delaware Nevada corporation (the “Company”"), at a purchase price of $0.50 0.005 per share Share of Common Stock (the “Per Security "Purchase 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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) b. Subscriber understands that the Securities Shares are being offered pursuant to an offering circular dated _______________________________ (the "Offering Circular") filed with the Securities and Exchange Commission (the “Offering CircularSEC”), filed with the SEC ) as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) c. The Subscriber’s 's subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defineddefined in the Offering Circular), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities the Shares 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 's subscription is rejected, Subscriber’s 's payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s 's obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) d. The aggregate number of Securities sold Shares shall not exceed 57,000,000 Units 2,000,000,000 shares (the “maximum number of Units”"Maximum Offering"). The Company may accept subscriptions until _____________________________the termination date given in the Offering Circular, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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 e. The Company shall have the event right to accept or reject any subscription, in whole or in part. Upon receipt and acceptance by our Board of rejection Directors of this subscription in its entiretyagreement and subscription amount noted below, or in we shall immediately instruct the event transfer agent of Record to issue your shares. Subscribers will have rights of shareholders when our board of directors approves the sale acceptance of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or 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 subscription and the terms issuance of this Subscription Agreement, and the Company consents Subscribers’ shares. An acknowledgment of the acceptance of your subscription will be returned to the transfer in its sole discretionyou promptly after acceptance.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock [Royalty Share Unit] (the “Securities”), of Legion WorksRoyaltyTraders LLC (d/b/a SongVest), a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.50 [_] per share Royalty Share Unit (the “Per Security Price”) with a minimum purchase of 2000 shares or $1,000 or higher subject to the discretionary of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is [$_]. The rights of the Preferred Stock Royalty Share Unit are as set forth in the Certificate of IncorporationRoyalty Share Unit including as Exhibit A, which is also filed as amended, included in the Exhibits an Exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. By executing subscribing to this Subscription AgreementOffering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 57,000,000 Units [_] (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (the “Termination Date”) or until ). Providing that subscriptions for [_] Securities are received (the maximum number of shares under “Minimum Offering”), 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 and the 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 Common Stock $____________ in membership interests (the “Securities”), of Legion WorksTRP Fund VII LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.50 per 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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering CircularPurchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC as part of SEC, pursuant to which the Securities are being offered for sale (the “Offering Circular. 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 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 become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement.
(c) 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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number amount 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 57,000,000 Units $50,000,000 (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________for such period as required to sell the maximum amount of the Securities, unless the earliest of extended or such shorter period if required by the Company in its sole discretion in accordance with applicable SEC regulations law (the “Termination Date”) or until ). Providing that subscriptions for $5,000,000 of Securities are received (the maximum number of shares under “Minimum Offering”), 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 Common Stock BUY Security Tokens (the “Tokens” or “Securities”), of Legion Works▇▇▇▇▇▇.▇▇▇ LLC, a Delaware corporation Wyoming limited liability company (the “Company”), at a purchase price of $0.50 ____________ per share Token (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 hereinherein (the “Offering”). The rights of the Preferred Stock Tokens are as set forth in the Certificate of IncorporationOffering Circular on Form 1-A, as amended, included in the Exhibits to the Offering Circular of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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. 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 57,000,000 Units 495,833,333 Tokens (the “maximum number Maximum Number of UnitsTokens”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until the maximum number Maximum Number of shares Tokens 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 (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or 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 Common Stock (the “Securities”), of Legion WorksDNA BRANDS Inc., a Delaware Colorado corporation (the “Company”), at a purchase price of Five Cents / Share ($0.50 0.05) per share of Common Stock (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 rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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. 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 for the Company shall not exceed 57,000,000 Units Two Hundred Million shares (200,000,000) (the “maximum number of UnitsMaximum Offering”). The Company may accept subscriptions until _____________________________the termination date given in the Offering Circular, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or 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 1.1 Subject to purchase Common Stock (the “Securities”), of Legion Works, a Delaware corporation (the “Company”), at a purchase price of $0.50 per 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 rights hereof, at the Closing, the Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to the Subscriber (subject to the prior payment by the Subscriber of the Preferred Stock are as set forth Applicable Purchase Price in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed accordance with the SEC terms herein), the PIPE Shares (such subscription and issuance, the “Offering CircularPIPE Subscription”).
(b) Subscriber understands 1.2 To the extent that the Securities are being offered pursuant Backstop Triggering Event occurs immediately prior to an offering circular dated _______________________________ the First Effective Time (as defined in the Business Combination Agreement), Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to the Subscriber (subject to the prior payment by the Subscriber of the Backstop Subscription Amount (as defined below) in accordance with the terms herein), a number of shares of Company Common Stock equal to (i) (x) $195,500,000 minus (y) the Available Capital, divided by (ii) $10.15 (such amount, the “Backstop Subscription Amount”), rounded down to the nearest whole number (the “Offering CircularBackstop Shares” and such subscription and issuance, the “Backstop Subscription” and, together with the PIPE Subscription, the “Subscriptions”), filed .
1.2.1 On the day following which the Buyer Stockholder Redemptions (as defined in the Business Combination Agreement) are required to be made in accordance with the SEC Existing Buyer Certificate of Incorporation (as part defined in the Business Combination Agreement), the Company shall deliver a written notice (the “Funding Notice”) to the Subscriber setting forth: (i) the Backstop Subscription Amount (as calculated in accordance with Section 1.2); (ii) the number of Backstop Shares, if any; (iii) the Offering Circular. By executing this anticipated Closing Date; and (iv) the Company’s wire instructions.
1.2.2 Notwithstanding the foregoing, for the avoidance of doubt, the “Backstop Subscription Agreement, Subscriber acknowledges Amount” shall be finally calculated without including any shares of Company Common Stock subject to the Buyer Stockholder Redemption that Subscriber has received this Subscription Agreement, copies of the Offering Circular have been offered for redemption but subsequently and Offering Statement, including the Exhibits thereto, and any other information required validly withdrawn by the Subscriber to make an investment decisionapplicable holder in accordance with the Existing Buyer Certificate of Incorporation (as the same is in existence at such time) and applicable Law.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a 1.2.3 At Closing Date (as hereinafter defineddefined below), by the Company at Subscriber may (or may cause one or more of its sole discretion. In addition, the Companyaffiliates to), at its sole discretionoption, may allocate to Subscriber only tender all or a portion of the number Subscriber Term Loans in an aggregate principal amount up to the Subscriber Term Loan Amount to BC Cyan (a “Loan Tender” and any such amount a “Loan Tender Amount”) in satisfaction of Securities its obligation to fund an amount of cash with respect to the Backstop Subscription Amount equal to the Loan Tender Amount; provided, that in no event shall the Loan Tender Amount exceed 25% of the aggregate principal amount of all Term Loans (as defined in the Term Loan Facility) outstanding at the time of such purchase. A Loan Tender shall be consummated by way of an open market purchase by BC Cyan of the Subscriber has subscribed forTerm Loans pursuant to Section 13.6(h) of the Term Loan Credit Agreement, pursuant to which, on the date of the Closing (i) the Subscriber and BC Cyan shall execute an Assignment and Acceptance (as defined in the Term Loan Credit Agreement) and (ii) immediately following the consummation thereof, the Subscriber Term Loans so assigned shall be contributed to Blue Nile and immediately cancelled by Blue Nile. The Any accrued and unpaid interest on the Subscriber Term Loans being contributed and cancelled pursuant to this Section 1.2.3 through the date of Closing shall be included in the Loan Tender Amount.
1.2.4 Notwithstanding anything to the contrary herein, the Company will notify and its affiliates shall not have any liabilities or obligations with respect to, or arising out of, the Subscriber whether this subscription is accepted Term Loans (whether in whole under this Subscription Agreement or in part) or rejected. If Subscriber’s subscription otherwise and including, for the avoidance of doubt, if the Business Combination Agreement 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 57,000,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion terminated in accordance with 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”its 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) is not consummated for any reason, this Subscription Agreement shall have no force or 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
Sources: Subscription Agreement (Mudrick Capital Acquisition Corp. II)
Subscription. (a) The undersigned (the “SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares (the “SecuritiesShares”)) of common stock, par value $0.0001 per share, of Legion WorksSparx Holdings Group, Inc., a Delaware Nevada corporation (the “Company”), . Such purchases shall be made at a purchase price of $0.50 _____ per share of Common Stock (the “Per Security Price”) with a minimum purchase of 2000 shares or $1,000 or higher subject ), rounded down to the discretionary of the manager (“Minimum Purchase,”) nearest whole share based on Purchaser’s subscription amount, upon the terms and conditions set forth herein. The rights minimum purchase that may be made by any Purchaser shall be $500. Purchases for investment below the minimum investment amount may be accepted at the discretion of the Preferred Stock are as set forth Company. The purchase price of each Share is payable in the Certificate of Incorporation, manner provided in Section 2(a) below. The Shares being subscribed for under this Subscription Agreement subscribed for herein are sometimes referred to herein as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering CircularSecurities.”).
(b) Subscriber Purchaser understands that the Securities are being offered pursuant to an offering circular dated _______________________________ , 2023 (the “Offering Circular”), filed with the SEC as part of the Offering CircularStatement. 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 the Exhibits thereto, Statement and any other information required by the Subscriber Purchaser to make an investment decisiondecision with respect to the Securities.
(c) SubscriberThe Purchaser’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. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities shares of Shares that may be sold by the Company in this offering shall not exceed 57,000,000 Units 100,000,000 shares (the “maximum number of UnitsMaximum Shares”). The There is no minimum required offering amount and the Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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, 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 Purchaser is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon Subscriber 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 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 and the Purchaser, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Sources: Subscription Agreement (Sparx Holdings Group, Inc.)