Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (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 shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless 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”). 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 terms of this Subscription Agreement.
Appears in 3 contracts
Sources: Subscription Agreement (SlideBelts Inc.), Subscription Agreement (SlideBelts Inc.), Subscription Agreement (SlideBelts Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Class A [TBD] Common Stock Bits (the “Securities”)) of Building Bits Properties I, of SlideBelts Inc.LLC, a limited liability company organized under the laws of Delaware corporation (the “Company”), at a purchase price of $0.37 1.00 per share of Class A Common Stock Bit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is [$1,000]. The rights of the Class A [TBD] Common Stock Bits are as set forth in Amended the Operating Agreement and Restated Articles of Incorporation Class [TBD] Bit Designation of the Company, as amended filed with the Securities and Exchange Commission (the “Restated ArticlesSEC”), filed ) as an exhibit to the Company’s Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular Offering Circular dated _______ [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 XX,XXX,XXX (the “Maximum Offering”). The Company may accept subscriptions until _________[DATE], unless 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”). The Providing that subscriptions for X,XXX,XXX Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
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. 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 Class A 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, (together, the “Conditions”).
3.3 The Company shall use its best endeavours to procure the fulfilment of SlideBelts Inc.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 Delaware corporation 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 “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Subscription Price”), upon representing a price per Subscription Share of HK$4.8106, which shall be payable by the terms Vendor to the Company on the Subscription Completion.
3.6 At the Subscription Completion:
(a) the Company shall:
(i) allot and conditions set forth herein. The rights 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 Class A Common Stock are as set forth Subscription Shares and shall cause to be delivered to the Vendor definitive certificates of title in Amended and Restated Articles of Incorporation respect of the Company, as amended Subscription Shares in the name of the Vendor or the Vendor’s nominee;
(the “Restated Articles”), filed as an exhibit ii) deliver to the Offering Statement Vendor certified copies of the Company filed with resolutions of the SEC (Board approving this Agreement and the “Offering Statement”).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 Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) The 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless 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”). 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 terms of this Subscription AgreementCompany’s Bank Account.
Appears in 2 contracts
Sources: Placing and Subscription Agreement, Placing and Subscription Agreement
Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Class shares (the “Shares”) of Series A Common Preferred Stock (the “SecuritiesPreferred Stock”), without par value, of SlideBelts Inc.LUX FLOORING INC., a Delaware corporation (the “Company”), . Such purchases shall be made at a purchase price of $0.37 5.00 per share of Class A Common Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The rights minimum subscription is $500. The Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Common Stock”) of the Class A Common 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 Articles Certificate of Incorporation Incorporation, the Certificate of Designations relation to the Preferred Stock and the Amended and Restated Bylaws of the Company, as amended (Company available in the “Restated Articles”), filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber Investor understands that the Securities are being offered pursuant to an offering circular Offering Circular dated _______ ____________, 2020 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber Investor acknowledges that Subscriber Investor has received and reviewed this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Securities.
(c) The SubscriberInvestor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forto purchase hereunder. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. If SubscriberInvestor’s subscription is rejected, SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to Subscriber Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminate.
(d) The aggregate number of Securities shares of Common Stock that may be sold in this offering shall not exceed 13,513,513 10,000,000 shares (the “Maximum OfferingShares”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Lux Flooring Inc.), Subscription Agreement (Lux Flooring Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.BacTech Environmental Corporation, a Delaware an Ontario Canada corporation (the “Company”), at a purchase price of $0.37 0.00___ per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of minimum purchase requirement per investor is ________________ Offered Shares ($__,000); however, we can waive the Class A Common Stock are as set forth minimum purchase requirement on a case-by-case basis in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 100,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
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 shares for a total consideration of $ thousand dollars (“Purchase Price”) of Class A Common Stock Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “SecuritiesPreferred Shares,” and such share, the “Share”), of SlideBelts Tuscan Gardens Senior Living Communities, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.37 1,000.00 per share of Class A Common Stock Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated _______ August 1, 2019 (the “Offering Circular”) ), filed with the SEC as part of the Company’s Offering Statement on Form 1-A (the “Offering Statement”) in connection with the Company’s offering of up to $50,000,000 of Class A Non-Voting Preferred Shares (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the 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 no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless 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”). 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 terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”)from LaserLock Technologies, of SlideBelts Inc., 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 of $0.37 per share of Class A Common Stock $0.03 (“Per Share Price”) and an aggregate purchase price for all the Shares of $1,000,000.00 (the “Per Security Purchase Price”), which shall be paid by Subscriber in immediately available funds to the Company account designated by the Company, and upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) In order to induce Subscriber understands that to purchase the Securities are being offered pursuant to an offering circular dated _______ Shares, the Company shall, commensurate with the Closing (as defined below), issue Subscriber a warrant, in the form attached hereto as Exhibit A (the “Offering CircularWarrant”), granting Subscriber the right to purchase an additional 33,333,333 shares of common stock in the Company for the initial purchase price per share of $0.12 (subject to downward adjustment) filed with and otherwise on terms and conditions set forth in the SEC Warrant. The Shares and the Warrant being subscribed for and issued under this Subscription Agreement as part well as the shares of common stock issuable upon any exercise of the Offering Statement. Warrant are collectively referred to herein as the “Securities”.
(c) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other been provided all information required by the requested in order for Subscriber to make an investment decision.
(c) The 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 shall terminateSubscription Agreement.
(d) The aggregate number closing of Securities sold shall not exceed 13,513,513 transactions herein contemplated (the “Maximum OfferingClosing”). The Company may accept subscriptions until _________, unless otherwise extended by ) shall be in the Company in its sole discretion in accordance with applicable SEC regulations for such other period required manner and at the earliest time mutually acceptable to sell the Maximum Offering parties hereto (the “Termination Closing Date”). The Company may elect Closing shall take place on or before January 31, 2013 and occur at any time to close all or any portion the offices of this offeringShearman & Sterling LLP, on various dates at or prior to the Termination Date (each a “Closing Date”)599 Lexington Avenue, New York, New York.
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Laserlock Technologies Inc), Subscription Agreement (VerifyMe, 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 Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
residential or business address indicated in this subscription or (b) Subscriber understands that directly to the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed Purchaser’s account, if any, maintained with the SEC as part of Agent.
10.3 The Purchaser hereby authorizes and directs the Offering Statement. By executing this Subscription 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 exhibits thereto, and any other information required by customer account maintained with the Subscriber to make an investment decisionAgent.
(c) The Subscriber’s 10.4 This subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company Issuer at its sole discretion. 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 portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by funds representing 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”). 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 purchase price representing that portion of the Securities (or any portion thereof) subscription for the Units 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 terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Crosshair Exploration & Mining Corp), Subscription Agreement (Crosshair Exploration & Mining Corp)
Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.Maverick Energy Group, Ltd., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.37 0.50 per share of Class A Common Stock (the “Per Security Price”), 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 Class A Common Stock are as set forth minimum purchase requirement on a case-by-case basis in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion.
(b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) d. The aggregate number of Securities sold shall not exceed 13,513,513 40,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Maverick Energy Group, Ltd.), Subscription Agreement (Maverick Energy Group, Ltd.)
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 shares for a total consideration of $ thousand dollars (“Purchase Price”) of Class A Common Stock Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “SecuritiesPreferred Shares,” and such share, the “Share”), of SlideBelts Tuscan Gardens Senior Living Communities, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.37 1,000.00 per share of Class A Common Stock Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated _______ October 1, 2018 (the “Offering Circular”) ), filed with the SEC as part of the Company’s Offering Statement on Form 1-A (the “Offering Statement”) in connection with the Company’s offering of up to $50,000,000 of Class A Non-Voting Preferred Shares (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the 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 no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless 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”). 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 terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.BEAR VILLAGE, INC., a Delaware corporation Wyoming Corporation (the “Company”), at a purchase price of $0.37 5 per share of Class A Common Stock (the “Per Security Price”), 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 Class A Common Stock are as set forth in Amended and Restated Articles Certificate of Incorporation of the Company, included as amended (the “Restated Articles”), filed as an exhibit Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______ ______] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless 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”). 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 Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Bear Village, Inc.), Subscription Agreement (Bear Village, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of SlideBelts Inc.[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 $0.37 100 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1,000, or 100 Units. The rights of the Class A Common Stock membership interest are as set forth in Amended the Operating Agreement of Getaway Collection LLC and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”)respective series designation, filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ ________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 [_] (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or 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 terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Getaway Collection LLC), Subscription Agreement (Getaway Collection LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees 1.1 Subject to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), 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 Class A Common Stock are Bonds set out against its name as set forth its underwriting commitment in Amended Schedule 1 hereto on 25 February 2016, or such later date, not being later than 10 March 2016, as the Issuer and Restated Articles the Managers may agree (the Closing Date) at a subscription price of Incorporation 100 per cent. of the Company, as amended principal amount of the Bonds (the “Restated Articles”Subscription Price), filed as an exhibit .
1.2 The Issuer confirms that:
(a) it has authorised the Managers to offer Bonds on its behalf for subscription at the Subscription Price subject to the Offering Statement provisions of the Company filed with the SEC (the “Offering Statement”).Clause 7;
(b) Subscriber understands that the Securities are being offered pursuant Issuer has approved the arrangements made on its behalf by the Managers for announcements in respect of the Bonds to an offering circular dated _______ be published on such dates and in such newspapers or other publications as it may agree.
1.3 If either Manager shall fail on the Closing Date to subscribe and pay for any of the Bonds which it is obliged to subscribe and pay for under this Agreement (the “Offering Circular”Defaulted Bonds), the non-defaulting Manager shall have the right but not the obligation, within 48 hours thereafter, to subscribe and pay for all, but not less than all, of the Defaulted Bonds upon the terms herein set forth; if, however the non-defaulting Manager shall not have completed such arrangements within such 48 hour period, then:
(a) filed with if the SEC as principal amount of Defaulted Bonds does not exceed 10 per cent. of the aggregate principal amount of Bonds to be subscribed and paid for on such date, the non-defaulting Manager shall be obliged to subscribe and pay for the full principal amount thereof; or
(b) if the principal amount of Defaulted Bonds exceeds 10 per cent. of the aggregate principal amount of Bonds to be subscribed and paid for on such date, this Agreement shall terminate without any liability on the part of the Offering Statementnon-defaulting Manager. By executing No action taken pursuant to this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies Clause 1.3 shall relieve a defaulting Manager from liability in respect of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment 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 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless 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”). 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 terms of this Subscription Agreementany reference to “Lead Manager” and/or to “Managers” therein shall be deemed to be a reference to the Managers.
Appears in 2 contracts
Sources: Subscription Agreement (Vodafone Group Public LTD Co), Subscription Agreement (Vodafone Group Public LTD Co)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.Sugarfina Corporation, a Delaware C corporation (the “Company”), at a purchase price of $0.37 10.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500.00. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles the Company’s Certificate of Incorporation of the Company, as amended (the “Restated Articles”), and Bylaws filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below.
(c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, 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 shall terminate.
(de) The aggregate number of Securities sold shall not exceed 13,513,513 2,750,000 shares of Common Stock, including 250,000 bonus shares (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).
Appears in 2 contracts
Sources: Subscription Agreement (Sugarfina Corp), Subscription Agreement (Sugarfina Holdings LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of SlideBelts Graze, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 7.10 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1,001.10. The rights of the Class A Common Stock are as set forth in the Third Amended and Restated Articles Certificate of Incorporation of the CompanyIncorporation, as amended (the “Restated Articles”), which is filed as an exhibit Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 1,056,338 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).
Appears in 2 contracts
Sources: Subscription Agreement (Graze, Inc.), Subscription Agreement (Graze, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts StartEngine Crowdfunding, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.37 [____] per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The rights of the Class A Common Stock are as set forth in Sixth Amended and Restated Articles Certificate of Incorporation of and Bylaws included in the Company, as amended (the “Restated Articles”), filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______ _____] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until [_________] (the “Maximum Offering”), [________] of which are being sold by certain of the Company’s existing stockholders (collectively, the “Selling Stockholders”).. The Company may accept subscriptions until [_______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.), Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.)
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees commits to purchase Class A Common Stock _____________ shares (the “SecuritiesShares”), ) of SlideBelts Inc., Class _________ Stock of the Company (Class A must subscribe to a Delaware corporation (the “Company”minimum of 2,500 shares), at a purchase price of $0.37 4.00 per share share, for a total purchase price of Class A Common Stock (the “Per Security Price”)$ _____________________ , upon the terms and conditions set forth hereinherein (the or this “Subscription”). The rights of total purchase price for the Class A Common Stock 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 set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)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 Offering Circular dated November _____________ , 20176, with exhibits (the “Offering Circular”) ), as filed with the SEC as part SEC. A full description of the Securities and the Offering Statementis set forth in the Offering Circular. By executing this Subscription Agreementsubscribing to the Offering, the Subscriber acknowledges that Subscriber he/she/it has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required requested by the Subscriber in writing to make an investment decisiondecision with respect to the Securities.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected rejected, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at in its sole discretion. In addition, the Company, at in its sole discretion, may allocate to the Subscriber only a portion of the number of Securities Subscriber has Shares subscribed for. The Company will notify the Subscriber whether this subscription Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If Subscriber’s subscription the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The aggregate maximum number of Securities shares of the Company’s common stock that may be sold in this Offering shall not exceed 13,513,513 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum OfferingShares”). The Company may accept subscriptions until _________twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other additional period required as may be sought to sell the Maximum Offering Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the set an earlier Termination Date (each a “Closing Date”)and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this subscription Subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to 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.
Appears in 2 contracts
Sources: Common Stock Subscription Agreement, Common Stock Subscription Agreement (Feel the World, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock membership interests, which we refer to herein as shares (the “Securities”)) of Series Music, a Series of SlideBelts Inc.StartEngine Collectibles Fund I LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.37 10.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500, or 50 shares. The rights and preferences of the Class A Common Stock shares are as set forth in Amended and Restated Articles the Limited Liability Company Agreement of Incorporation of the CompanyStartEngine Collectibles Fund I LLC dated January 5, 2021 as amended from time to time (the “Restated ArticlesOperating Agreement”), ) and the Series Designation for Series Music filed as an exhibit Exhibit 2.2 and Exhibit 2.3, respectively, to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 $10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (StartEngine Collectibles Fund I LLC), Subscription Agreement (StartEngine Collectibles Fund I LLC)
Subscription. (a) 1.1 The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Preferred Stock (the “Securities”), of SlideBelts Inc.Hoop Street Center I Corporation, a Delaware corporation an Arizona Corporation (the “Company”), and at a purchase price of $0.37 50 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights 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 Class A Common Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Preferred Stock are as set forth in Amended and Restated Articles Certificate of Incorporation of the Company, included as amended (the “Restated Articles”), filed as an exhibit Exhibit ___ to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) 1.2 Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______ ______] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) 1.4 The aggregate number of Securities sold shall not exceed 13,513,513 1,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless 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”). 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 Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Hoop Street Center I Corp), Subscription Agreement (Hoop Street Center I Corp)
Subscription. (a) The undersigned (“Subscriber”[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 Class A Common Stock be withheld with respect to such amount (the “SecuritiesRSU Withholding Taxes”). Immediately following the Effective Time, of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon on the terms and subject to the 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 Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended Units (the “Restated ArticlesRSU 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”), filed as an exhibit 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 Offering Statement 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 filed with RSU Consideration pursuant to Section 2.2(a)(i) of the SEC 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 “Offering StatementCompany 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”) filed equal to (i) all of Subscriber’s Rollover Company PSU Consideration [(which, for the avoidance of doubt and pursuant to the terms of Section 2.2(b)(ii) of the Merger Agreement, is an amount equal to Subscriber’s Company PSU Consideration net of any PSU Withholding Taxes)] (such [net] amount, the “Subscriber Rollover Company PSU Consideration”), divided by (ii) the Unit Price. [In furtherance of the foregoing and pursuant to Section 2.2(b)(ii) of the Merger Agreement, subject to the approval by the Company Board or the compensation committee thereof, Subscriber’s Company PSU Award, to the extent then-outstanding, will be settled in exchange for the number of shares of Company Common Stock subject to Subscriber’s Company PSU Award immediately prior to the Closing (with the SEC vesting level determined assuming target performance is achieved (or such higher level if required under the terms of such Company PSU Award)), and such shares of Company Common Stock shall be treated as part Rollover Shares subject to the Subscriber Rollover Agreement; provided that the foregoing shall be subject to Subscriber paying the Company prior to the Closing an amount of cash equal to the applicable Taxes required to be withheld with respect to the vesting and/or settlement of Subscriber’s Company PSU Award.] [In furtherance of the Offering Statement. By executing this Subscription foregoing and pursuant to Section 2.2(b)(ii) of the Merger Agreement, Subscriber acknowledges that Subscriber has received this Subscription AgreementTopco shall, copies solely for administrative convenience purposes (and without altering the legal effect of the Offering Circular and Offering Statementforegoing, including exhibits theretothe full satisfaction of Subscriber’s rights to receive such Company PSU Consideration pursuant to Section 2.2(b)(i) of the Merger Agreement), (A) issue the PSU Topco Common Units to Subscriber in lieu of Subscriber actually receiving the Subscriber Rollover Company PSU Consideration in cash, and (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) The Subscriber’s subscription may [Company Stock Options. Subscriber is entitled to receive the Company Stock Option Consideration pursuant to Section 2.2(c)(i) of the Merger Agreement, net of applicable Taxes required to be accepted or rejected in whole or in partwithheld with respect to such amount (the “Stock Option Withholding Taxes”). Immediately following the Effective Time, on the terms and subject to the conditions set forth herein, Subscriber agrees, at any time prior the Subscription Closing, to purchase from Topco, and Topco agrees to issue and sell to Subscriber, a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted Common Units (whether in whole or in partthe “Stock Option Topco Common Units” [and, together with the RSU Topco Common Units and the PSU Topco Common Units,] the “New Topco Common Units”) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment equal to (or portion thereof if partially rejectedi) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder Rollover Company Stock Option Consideration [(which, for the avoidance of doubt and pursuant to the terms of Section 2.2(c)(ii) of the Merger Agreement, is an amount equal to Subscriber’s Company Stock Option Consideration net of any Stock Option Withholding Taxes)] (such [net] amount, the “Subscriber Rollover Company Stock Option Consideration” and, together with Subscriber Rollover Company RSU Consideration and the Subscriber Rollover Company PSU Consideration, the “Subscriber Rollover Consideration”), divided by (ii) the Unit Price. [In furtherance of the foregoing and pursuant to Section 2.2(c)(ii) of the Merger Agreement, subject to the approval by the Company Board or the compensation committee thereof, Subscriber shall terminateexercise (by payment of the applicable exercise price or on a net exercise basis) Subscriber’s Company Stock Options, to the extent then-outstanding, in exchange for shares of Company Common Stock subject to Subscriber’s Company Stock Options immediately prior to the Closing, and such shares of Company Common Stock shall be treated as Rollover Shares subject to the Subscriber Rollover Agreement; provided that the foregoing shall be subject to Subscriber paying the Company prior to the Closing an amount of cash equal to the applicable Taxes required to be withheld with respect to such exercise of Subscriber’s Company Stock Options.
] [In furtherance of the foregoing and pursuant to Section 2.2(c)(ii) of the Merger Agreement, Topco shall, solely for administrative convenience purposes (dand without altering the legal effect of the foregoing, including the full satisfaction of Subscriber’s rights to receive such Company Stock Option Consideration pursuant to Section 2.2(c)(i) The aggregate number of Securities sold the Merger Agreement), (A) issue the Stock Option Topco Common Units to Subscriber in lieu of Subscriber actually receiving the Subscriber Rollover Company Stock Option Consideration in cash, and (B) cause the Company or one of its subsidiaries to remit any Stock Option Withholding Taxes through regular payroll procedures on or following the Closing Date and, if applicable, pay such amounts to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement]. Subscriber shall not exceed 13,513,513 be deemed to have received the entire amount of Subscriber’s Company Stock Option Consideration [(including, for the avoidance of doubt, any Stock Option Withholding Taxes remitted or paid by the Company on behalf of Subscriber to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement and this Section 2.1(c))] and thereafter immediately contributed the Subscriber Rollover Company Stock Option Consideration to Topco in exchange for the Stock Option Topco Common Units (the “Maximum Offering”). The Company may accept subscriptions until _________Stock Option Subscription” and, unless otherwise extended by together with the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell RSU Award Subscription and the Maximum Offering (Company PSU Award Subscription, the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing DateEquity Award Subscription”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.]
Appears in 2 contracts
Sources: Subscription Agreement (Vapotherm Inc), Subscription Agreement (Vapotherm Inc)
Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of Series B Non-Voting Preferred Stock, par value $0.001 per share (the “Securities”), of SlideBelts WayBetter, Inc., a corporation incorporated in the state of Delaware corporation (the “Company”), at a purchase price of $0.37 1.00 per share of Class A Common Series B Non-Voting Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The rights of the Class A Common Series B Non-Voting Preferred Stock are as set forth in the Amended and Restated Articles Certificate of Incorporation set forth as Exhibit 2.1 of the CompanyOffering Statement.
(b) By subscribing to the Offering, as amended (the “Restated Articles”)Investor acknowledges that Investor has received this Subscription Agreement, filed as an exhibit to a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information reasonably required by the Subscriber Investor to make an investment decision.
(c) The SubscriberIn the event Company chooses to reject this subscription, Company shall deliver written notice to North Capital Private Securities Corporation (“NCPS”) demonstrating Company’s subscription may be accepted or rejected in whole or in part, at any time prior intent to a Closing Date (as hereinafter defined), by the Company at its sole discretiondo so. In addition, the Company, at its sole discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber Investor has subscribed for. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. Investor’s subscription shall be deemed to be accepted by the Company only when a duly authorized officer of the Company delivers notice to NCPS and Investor at a Closing. If SubscriberInvestor’s subscription is rejected, SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to Subscriber Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminate. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall have no obligation to issue any of the Securities to any person who is a resident of a jurisdiction in which the issuance of Securities to such person would constitute a violation of the securities, "blue sky" or other similar laws of such jurisdiction.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 20,000,000 (the “Maximum Offering”). The Company may accept subscriptions until February [_________], 2017, unless 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 Units (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (WayBetter, Inc.), Subscription Agreement (WayBetter, Inc.)
Subscription. (a) The undersigned You (“Subscriber”) hereby irrevocably subscribes subscribe for and agrees agree to purchase Class A Common Stock limited liability company interests, which we refer to herein as TalentShares (the “Securities”)) of [SERIES NAME], a Series of SlideBelts Inc.Exceed Talent Capital Holdings LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.37 [_] per share of Class A Common Stock TalentShare (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $[_], or [_] TalentShares. The rights and preferences of the Class A Common Stock TalentShares are as set forth in Amended and Restated Articles the Limited Liability Company Agreement of Incorporation of the CompanyExceed Talent Capital Holdings LLC dated December 7, 2022, as amended from time to time (the “Restated ArticlesOperating Agreement”), filed as an exhibit to and the Series Designation for [SERIES NAME] described in the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 $[ ] (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offeringOffering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Exceed Talent Capital Holdings LLC), Subscription Agreement (Exceed Talent Capital Holdings LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts B2Digital, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 0.0064 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 600,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (B2Digital, Inc.), Subscription Agreement (B2Digital, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of SlideBelts Inc.[SERIES NAME], a Series of Here Collection LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $0.37 1.00 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100, or 100 Units. The rights of the Class A Common Stock membership interest are as set forth in Amended the Operating Agreement of Here Collection LLC and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”)respective series designation, filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ ________, (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 [___] (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or 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 terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Here Collection LLC), Subscription Agreement (Here Collection LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees Subject to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), 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 Class A Common Stock are as set forth in Amended Purchase Price, the Acquired Shares (such subscription and Restated Articles of Incorporation of the Companyissuance, as amended (the “Restated ArticlesSubscription”); provided, filed as an exhibit to however, [(i)] the Offering Statement number of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required 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) 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 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless 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”). 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 and terms of this Subscription Agreement and the Other Subscription Agreements in connection with the closing of the Business Combination, and after giving effect to the payment of any Outstanding Company Transaction Expenses (as defined in the Business Combination Agreement) and Outstanding SPAC Transaction Expenses (as defined in the Business Combination), and [(iii)] in the event that the number of 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”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the common stock (the “Securities” or “Common Stock”), of SlideBelts Soliton, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $[250]. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles the Certificate of Incorporation of and Bylaws included in the Company, as amended (the “Restated Articles”), filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______ __], 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 3,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [____________], 2018, unless 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”). The Providing that subscriptions for 1,500,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Soliton, Inc.), Subscription Agreement (Soliton, Inc.)
Subscription. (a) The undersigned (the “SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares (the “SecuritiesShares”)) of common stock, par value $0.001 per share, of SlideBelts Fortune Nickel and Gold Inc., a Delaware New York corporation (the “Company”), . Such purchases shall be made at a purchase price of $0.37 0.10 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of minimum purchase that may be made by any Purchaser shall be $200. Purchases for investment below the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation minimum investment amount may be accepted at the discretion of the Company, . The purchase price of each Share is payable in the 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 (the “Restated ArticlesSecurities.”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(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 Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber Purchaser acknowledges that Subscriber Purchaser has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber Purchaser to make an investment decisiondecision with respect to the Securities.
(c) The SubscriberPurchaser’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber Purchaser only a portion of the number of Securities Subscriber the Shares that Purchaser has subscribed forto purchase hereunder. The Company will notify Subscriber Purchaser whether this subscription is accepted (whether in whole or in part) or rejected. If SubscriberPurchaser’s subscription is rejected, SubscriberPurchaser’s payment (or portion thereof if partially rejected) will be returned to Subscriber Purchaser without interest and all of SubscriberPurchaser’s obligations hereunder shall terminate.
(d) The aggregate number of Securities shares of Shares that may be sold by the Company in this offering shall not exceed 13,513,513 20,000,000 shares (the “Maximum OfferingShares”). The There is no minimum required offering amount and the Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing DateClosing”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to 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 Purchaser, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (Fortune Nickel & Gold Inc), Subscription Agreement (Fortune Nickel & Gold Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock a unit or units (the “SecuritiesUnits”), ) of SlideBelts Inc., a Delaware corporation (the “Company”), Company at a purchase price of $0.37 0.75 per share of Class A Common Stock Unit (the “Per Security Unit Price”), ) 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 Class A Units, and the Common Stock shares and Warrants underlying such Units (collectively, the “Securities”), are as set forth in Amended and Restated Articles of Incorporation of the CompanyOffering Circular on Form 1-A, as amended (the “Restated Articles”)amended, filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities Units are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits the 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 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 13,513,513 1,200,000 Units (the “Maximum OfferingNumber of Units”). The Company may accept subscriptions until _____________________________, unless otherwise the earliest of 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 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) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase 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 Common Stock Shares as is set forth on the signature page of this Subscription Agreement (the “SecuritiesShares”), of SlideBelts Inc., a Delaware corporation () at the “Company”), at a purchase price of $0.37 Purchase Price per share of Class A Common Stock (the “Per Security Price”), upon Share and on the terms and subject to the conditions set forth provided for herein. The rights of the Class A Common Stock are as set forth in Amended Subscriber acknowledges and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of agrees that the Company filed with reserves the SEC (right to accept or reject the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may be accepted for the Shares for any reason or rejected for no reason, in whole or in part, at any time prior to a Closing Date (as hereinafter defined)its acceptance by the Company, and the same shall be deemed to be accepted by the Company at its sole discretion. 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 shall terminate.
(db) The aggregate number Notwithstanding anything to the contrary contained in this Subscription Agreement, if, after the date of Securities sold shall not exceed 13,513,513 this Subscription Agreement, Subscriber acquires ownership of Company Class A Shares in the open market or in privately negotiated transactions with third parties (the “Maximum Offering”). The along with any related rights to redeem or convert such Company may accept subscriptions until _________, unless otherwise extended Class A Shares in connection with any redemption conducted by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering Company’s organizational documents and the IPO Prospectus (as defined below) in conjunction with the Transaction Closing (the “Termination DateClosing 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”). 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 Company’s meeting of shareholders to approve the Transaction (each a the “Closing DateTransaction Meeting”) and Subscriber does not redeem or convert such Company Class A Shares in connection with any Redemption (including revoking or reversing any previously submitted redemption demand or conversion elections made with respect to such Company Class A Shares) (any such Company Class A Shares, “Non-Redeemed Shares”).
(e) In , the event number of rejection of this subscription in its entirety, or in Shares for which Subscriber is obligated and has the event the sale of the Securities (or any portion thereof) is not consummated for any reason, 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 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 provide the Company in advance an instrument in a form acceptable to with documentary evidence reasonably requested 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 terms of this Subscription Agreementevidence such Non-Redeemed Shares.
Appears in 2 contracts
Sources: Subscription Agreement (Logistic Properties of the Americas), Subscription Agreement (Two)
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 shares for a total consideration of $ thousand dollars (“Purchase Price”) of Class A Common Stock Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “SecuritiesPreferred Shares,” and such share, the “Share”), of SlideBelts Tuscan Gardens Senior Living Communities, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.37 1,000.00 per share of Class A Common Stock Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated _______ December 1, 2018 (the “Offering Circular”) ), filed with the SEC as part of the Company’s Offering Statement on Form 1-A (the “Offering Statement”) in connection with the Company’s offering of up to $50,000,000 of Class A Non-Voting Preferred Shares (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the 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 no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless 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”). 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 terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, 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 Class A Common Stock (the “Securities”)Securities of ▇▇▇▇▇▇▇ Realty Trust, of SlideBelts Inc., a Delaware Maryland corporation (referred to as the “Company”), at a purchase price of $0.37 10.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth hereinin this Agreement. The minimum subscription is $500. The rights of the Class A Common Stock are as set forth in the Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”)Incorporation, filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands I understand that the Securities are being offered pursuant to an offering circular dated _______ February 12, 2019 (the “Offering Circular”) and filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges I acknowledge that Subscriber has I have received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits theretoexhibits, and any other information required by the Subscriber me to make an investment decision.
(c) The Subscriber’s My subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defineddefined below), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber me only a portion of the number of Securities Subscriber has I have subscribed for. The Company will notify Subscriber me whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s my subscription is rejected, Subscriber’s my payment (or portion thereof of it if partially rejected) will be returned to Subscriber me without interest and all of Subscriber’s my obligations hereunder under this Subscription Agreement shall terminate.
(d) The aggregate number of Securities sold in the offering shall not exceed 13,513,513 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________February 12, 2020, unless otherwise that period is extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other additional period as is required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each being referred to as a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereofportion) 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 terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Steward Realty Trust, Inc.), Subscription Agreement (Steward Realty Trust, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the number of Shares of Common Stock (the “Securities”), of SlideBelts Inc.BUSINESS LINES CORP, a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $0.37 5 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Class A Common Stock Securities are as set forth in Amended the Company’s amended and Restated Articles restated Certificate of Incorporation of the Company, as amended (the “Restated Articles”), filed which appears as an exhibit Exhibit to the Offering Statement of the Company filed with the SEC (covering the “Offering Statement”)Securities.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 15,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________October 1, 2018, unless 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 Units (the “Termination Date”). The Providing that subscriptions for 221 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Business Lines Corp), Subscription Agreement (Busniess Lines Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts MC Endeavors, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.37 0.____ per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 1,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
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 Investor agrees to purchase Class A Common Stock buy and the Company agrees to sell and issue to Investor such number of (i) shares (the “SecuritiesShares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), of SlideBelts Inc.as set forth on the signature page hereto, a Delaware corporation for an aggregate purchase price (the “CompanyPurchase Price”), at a ) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are Share as set forth in Amended and Restated Articles of Incorporation of on the Companysignature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares have been registered on a Registration Statement on Form S-1, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated Registration No. _______ (the “Offering Circular”) filed with the SEC as part of the Offering Registration Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) and is effective on the date hereof. A final prospectus supplement will be delivered to the Investor as required by law. The completion of the purchase and sale of the Shares (the “Closing”) shall take place on the earliest to occur of (i) the date all the Shares are fully subscribed for, (ii) 30 days after the Effective Date, unless otherwise extended to a later date with the mutual consent of the Company and Grandview, or (iii) such date mutually agreed by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering and Grandview (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In . Upon satisfaction or waiver of all the event of rejection of this subscription in its entirety, or conditions to closing set forth in the event Agreement, at the sale Closing, (i) the Investor shall pay the Purchase Price by wire transfer of immediately available funds to the Securities escrow account designated by the Company on Annex A attached hereto, and (or any portion thereofii) is not consummated for any reason, this Subscription Agreement the Company 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 cause the Shares to be deemed effective, the Transferee shall have executed and delivered to the Company Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in advance an instrument in a form acceptable accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Shares to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreementresidential or business address indicated thereon).
Appears in 2 contracts
Sources: Underwriting Agreement (China Green, Inc.), Underwriting Agreement (China Green, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of SlideBelts Inc.Series A, a Series of YSMD, LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $0.37 5.00 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500, or 100 Units. The rights of the Class A Common Stock membership interest are as set forth in Amended the Operating Agreement of YSMD, LLC and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”)respective series designation, filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ ________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or 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 terms of this Subscription Agreement.
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 Class A Common Stock Series Interests (the “Securities”), of SlideBelts Inc.YSMD Series Buttonwood 21-2 LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $0.37 5.00 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100, or 20 Units. The rights of the Class A Common Stock membership interest are as set forth in Amended the Operating Agreement of YSMD, LLC and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”)respective series designation, filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ ________, 2024 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 559,091 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or 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 terms of this Subscription Agreement.
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 Class A Non Voting Common Stock (the “Securities”), of SlideBelts Inc.OBSIDIAN PRIME INC, a Delaware California corporation (the “Company”), at a purchase price of $0.37 ____ per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 75,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Obsidian Prime Inc), Subscription Agreement (Obsidian Prime Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A [QUANTITY] Common Stock (the “Securities”), of SlideBelts Inc.Lunchwale, a Delaware corporation Inc. (the “Company”), a Corporation, organized under the state of Texas, at a purchase price of $0.37 0.06 per share of Class A Common Stock (the “Per Security Price”)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 Class A Common Stock Securities are also referred to as the “Securities.” The rights and preferences of the Securities are as set forth in Amended the Company’s Bylaws and Restated Articles of Incorporation any description of the Company, as amended (the “Restated Articles”), filed as an exhibit to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Memorandum of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 17,833,333 (the “Maximum Offering”). The Company may accept subscriptions until _________February 1, unless 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 2021 (the “Termination Date”). The Providing that subscriptions for 416,666 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Bitzumi, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.37 2.50 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. There is no minimum subscription. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the CompanyOrganization and Bylaws, as amended (the “Restated Articles”), filed as an exhibit which are Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated __________ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 4,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless 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”). The Providing that subscriptions for 400,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 Subscriber, terms of this Subscription Agreement.
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 Class A Common Stock Series Interests (the “Securities”), of SlideBelts Inc.YSMD Series 33 Mine Street LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $0.37 5.00 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $300, or 60 Units. The rights of the Class A Common Stock membership interest are as set forth in Amended the Operating Agreement of YSMD, LLC and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”)respective series designation, filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ ________, 2024 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 867,258 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or 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 terms of this Subscription Agreement.
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 Class A shares of Common Stock (the “Securities”), of SlideBelts Quadrant Biosciences Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.37 3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $350. The rights of the Class A shares of Common Stock are as set forth in the Company’s Amended and Restated Articles Certificate of Incorporation of the Company, as amended (the “Restated Articles”), and Bylaws filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______ ______] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 5,000,000 shares of Common Stock (the “Maximum Offering”). The Company may accept subscriptions until [_____________], unless 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”). 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.
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 Class shares of Series A Common Preferred Stock (the “SecuritiesSeries A Preferred Stock”), of SlideBelts NowRx, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 2.00 per share of Class Series A Common Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Subscriber’s subscription amount, upon the terms and conditions set forth herein. The 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 Class Series A Common Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series A Preferred Stock are as set forth in Amended and Restated Articles the restated certificate of Incorporation of the Company, as amended incorporation (the “Restated ArticlesCertificate”), substantially in the form filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ _, 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 3,500,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, 2019, unless 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”). The Providing that subscriptions for 225,000 Securities are received (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 AgreementSection 1(f).
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement (NowRx, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees 1.1.1 Subject to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights hereof, at the Closing, Subscriber hereby irrevocably agrees to subscribe for and purchase, and PubCo hereby irrevocably agrees to issue and sell to Subscriber, upon the payment of the Class A Common Stock are as set forth in Amended Purchase Price, Shares and/or Pre-Funded Warrants (such subscription and Restated Articles of Incorporation of the Companyissuance, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering StatementSubscription”).
(b) Subscriber understands that 1.1.2 Notwithstanding anything to the Securities are being offered pursuant to an offering circular dated _______ (contrary contained in this Subscription Agreement, if, after the “Offering Circular”) filed with the SEC as part date of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that acquires ownership of SPAC Class A Ordinary Shares in the open market or in privately negotiated transactions with third parties (along with any related rights to redeem or convert such SPAC Class A Ordinary Shares in connection with any redemption conducted by the SPAC in accordance with the SPAC Organizational Documents in conjunction with the Closing (the “Redemption”)) prior to the SPAC Shareholders’ Meeting to approve the Transactions and Subscriber has received this Subscription Agreementdoes not redeem or convert such SPAC Class A Ordinary Shares in connection with the Redemption (including revoking or reversing any previously submitted redemption demand or conversion elections made with respect to such SPAC Class A Ordinary Shares) (any such SPAC Class A Ordinary Shares, copies of the Offering Circular and Offering Statement, including exhibits thereto“Non-Redeemed Shares”), and any other information required by the Subscriber to make an investment decision.
notifies SPAC in writing at least two (c2) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time Business Days prior to a the anticipated Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate that it wishes to Subscriber only apply a portion specified number of such Non-Redeemed Shares to reduce the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription it is accepted required to purchase hereunder (whether in whole or in part) or rejected. If Subscriber’s subscription is rejectedthe “Reduction Right” and such number of Non-Redeemed Shares, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate the “Reduction Shares”), the number of Securities sold shall not exceed 13,513,513 (for which Subscriber is obligated and has the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended right to purchase under this Subscription Agreement will be reduced by the Company in its sole discretion in accordance number of Reduction Shares; provided, that (i) promptly upon the SPAC’s request, Subscriber shall provide SPAC with applicable SEC regulations documentary evidence reasonably requested by SPAC to evidence such Reduction Shares and the purchase price paid for each Reduction Share and (ii) the Subscriber agrees that with respect to any such other period required to Reduction Shares, it will (A) not sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or otherwise transfer such Reduction Shares prior to the Termination Date consummation of the Transactions, (each a “Closing Date”).
(eB) In the event not vote any Reduction Shares in favor of rejection of this subscription in its entirety, or approving any proposal contained in the event the sale SPAC’s proxy statement seeking shareholder approval of the Securities Transactions and instead submit a proxy abstaining from voting thereon, and (or C) to the extent it has the right to have any portion thereof) is of its Reduction Shares redeemed for cash in connection with the consummation of the Transactions, 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 exercise any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreementredemption rights.
Appears in 1 contract
Sources: Subscription Agreement (Haymaker Acquisition Corp. 4)
Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the number of shares (the “Securities”"SHARES") of common shares, $.001 par value per share (the "COMMON SHARES"), of SlideBelts Inc.Marketing Acquisition Corporation, a Delaware Nevada corporation (the “Company”"COMPANY"), indicated on the signature page attached hereto at a the purchase price of $0.37 per share of Class A Common Stock set forth on such signature page (the “Per Security Price”"PURCHASE PRICE"), such Purchase Price being equal to the product of (i) the number of Common Shares subscribed for by the Subscriber and (ii) $.001. Subscriber has made or will make payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Common Shares for which Subscriber is subscribing (the "PAYMENT").
1.2 This Agreement is part of an isolated offering of Common Shares being conducted by the Company in reliance upon the terms and conditions set forth herein. The rights exemption from the registration requirements of the Class A Common Stock are as set forth in Amended and Restated Articles Securities Act of Incorporation of the Company1933, as amended ( the "ACT"), afforded by Section 4(2) thereunder.
1.3 The Company will hold closing of the offering (the “Restated Articles”)"Closing") at any mutually agreeable time, filed hereinafter sometimes referred to as an exhibit a "Closing Date." Upon receipt by the Company of the requisite payment for all Common Shares to be purchased by the Offering Statement Subscriber, the Common Shares so purchased will be issued in the name of Subscriber, and the name of the Subscriber will be registered on the stock transfer books of the Company filed with as the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part record owner of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 forsuch Common Shares. The Company will notify promptly thereafter issue to the Subscriber whether this subscription is accepted (whether participating in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminatesuch closing a stock certificate for the Common Shares so purchased.
1.4 Subscriber hereby agrees to be bound hereby upon (di) The aggregate number execution and delivery to the Company of Securities sold shall not exceed 13,513,513 the signature page to this Agreement and (ii) written acceptance on the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended Closing Date 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”). 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 terms of this Subscription Agreement"SUBSCRIPTION").
Appears in 1 contract
Sources: Subscription Agreement (Marketing Acquisition CORP)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts SPRiZZi ▇▇▇-Co, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 10.00 per share of Class A Common Stock (the “Per Security Price”), ) with a minimum purchase of 25 shares or $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 Class A Common Stock are as set forth in Amended and Restated Articles the Certificate of Incorporation of the CompanyIncorporation, as amended (amended, included in the “Restated Articles”), filed as an exhibit Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits the 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 13,513,513 5,000,000 shares of Non-Voting Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until _____________________________, unless otherwise the earliest of 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 investor (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class shares of Series A Common Preferred Stock (the “Securities”), of SlideBelts ManeGain, Inc., a Delaware Texas corporation (the “Company”), at a purchase price of $0.37 5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum number of shares that may be purchased hereunder is 200. The rights and preferences of the Class Series A Common Preferred Stock are as set forth in Amended and Restated Articles the Certificate of Incorporation Designation of Series A Preferred Stock of the CompanyCompany and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document.
(b) Subscriber acknowledges that Subscriber has received this Subscription Agreement, as amended (the “Restated Articles”), filed as an exhibit to a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”)1,000,000. The Company may accept subscriptions until _________, unless otherwise extended by one year after the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell qualification of the Maximum Offering Statement (the “Termination Date”), provided the Minimum Offering has been received prior to one hundred eighty days after the qualification of the Offering Statement. The Providing that subscriptions for 100,000 Securities are received prior to the date that is one hundred eighty days after the qualification of the Offering Statement (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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock membership interests, which we refer to herein as shares (the “Securities”)) of [SERIES NAME], a Series of SlideBelts Inc.StartEngine Collectibles Fund II LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.37 10.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500, or 50 shares. The rights and preferences of the Class A Common Stock shares are as set forth in Amended and Restated Articles the Limited Liability Company Agreement of Incorporation of the CompanyStartEngine Collectibles Fund II LLC dated October 26, 2021, as amended from time to time (the “Restated ArticlesOperating Agreement”), filed as an exhibit to and the Series Designation for [SERIES NAME] described in the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 $[ ] (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (StartEngine Collectibles Fund II LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Sun Kissed Industries, Inc., a Delaware Wyoming corporation (the “Company”), at a purchase price of $0.37 0.005 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 2,200,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Sun Kissed Industries, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of SlideBelts Inc.WFTP Ventures Inc, a Delaware corporation (the “Company”), at a purchase price of $0.37 10 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles Certificate of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement (SEC File No. 024-12399), 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 exhibits thereto, 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 3,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the number of Shares of Common Stock (the “Securities”), of SlideBelts Inc.PHOENIX REALTY, INC., a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $0.37 2 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Class A Common Stock Securities are as set forth in Amended the Company’s amended and Restated Articles restated Certificate of Incorporation of the Company, as amended (the “Restated Articles”), filed which appears as an exhibit Exhibit to the Offering Statement of the Company filed with the SEC (covering the “Offering Statement”)Securities.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities to be sold shall not exceed 13,513,513 (the “Maximum Offering”)in this Offering is 10,000,000 shares of Common Stock. The Company may accept subscriptions until _________, unless otherwise extended twelve months from the effective date of this Offering as provided in the Offering Circular or the decision by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required management to sell deem the Maximum Offering offering closed (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.Soligen Technolgies, Inc. , a Delaware Wyoming corporation (the “Company”), at a purchase price of $0.37 0.____ per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 1,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares (the “SecuritiesShares”) of Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), of SlideBelts Nixplay, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 7.1615 per share of Class Series A Common Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth hereinherein (the “Subscription”). The minimum subscription is $1,002.61. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Class A Common Stock Shares are as set forth in the Amended and Restated Articles Certificate of Incorporation of the Company, as amended (available in the “Restated Articles”), filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber Investor understands that the Securities Shares are being offered pursuant to an offering circular the Offering Circular dated [_______ ]. 2022 and its exhibits (the “Offering Circular”) as filed with the SEC Securities and Exchange Commission (the “SEC”) as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber Investor acknowledges that Subscriber Investor has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Shares.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Investor’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 Investor. In addition, the Company, at its sole discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forto purchase hereunder. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. If SubscriberInvestor’s subscription is rejected, SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to Subscriber Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date.
(d) The aggregate number of Securities shares of Series A Preferred Stock that may be sold by the Company in this offering shall not exceed 13,513,513 2,094,534 shares (the “Maximum OfferingShares”). The Company may accept subscriptions until [_________], unless otherwise extended 2023 or sooner terminated 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”). The Provided that subscriptions for $2,500,000 (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing DateClosing”).
(e) In the event of rejection of this subscription 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 6 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, (i) 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 Investor, terms of this Subscription Agreement, and (ii) the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Sources: Subscription Agreement (Nixplay Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock such number of Preferred Shares as set forth on the subscription page (the “SecuritiesPreferred Shares”)) of SpotItEarly, of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 7.15 per preferred share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities Preferred Shares are being offered pursuant to an offering circular Offering Circular dated _______ (as amended, the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision.
(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 Preferred Shares Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. This subscription shall only be effective upon (1) completion of any additional documents and providing of any additional information as requested, (2) payment of the subscription amount, (3) acceptance of the subscription agreement by the Company and (4) receipt of the subscription amount by the Company.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, _ unless 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”). 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 termination of this Offering (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 Preferred Shares (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.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts GME Innotainment, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.37 0.002 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of minimum purchase requirement per investor is 5,000,000 Offered Shares ($10,000); however, we can waive the Class A Common Stock are as set forth minimum purchase requirement on a case-by-case basis in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 1,500,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Novusterra Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.37 ____ per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 20,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Saddle Ranch Media, Inc., a Delaware Utah corporation (the “Company”), at a purchase price of $0.37 0.0001 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 3,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Bitzumi, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.37 2.50 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. There is no minimum subscription. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the CompanyOrganization and Bylaws, as amended (the “Restated Articles”), filed as an exhibit which are Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated __________ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 4,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless 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”). The Providing that subscriptions for 400,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates 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 Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _________ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until Shares for __________. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, unless otherwise extended by Esq. shall act as escrow agent and notify the Company in its sole discretion in accordance with applicable SEC regulations for such other period required Purchaser when he has received the signed Subscription Agreement (and Exhibits thereto), signed Registration Rights Agreeent and Common Stock from the Company, at which time the Purchaser shall wire the Purchase Price to sell the Maximum Offering (the “Termination Date”)escrow agent. 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, Purchaser entering into this Subscription Agreement shall have no force or effect, except pay the purchase price for Section 5 hereof, which shall remain the Shares by delivering immediately available good funds in force and effect.
United States Dollars per the wire instructions set forth on page three (f3) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement. Once the escrow agent is in receipt of the Common Stock and Purchase Price he shall deliver the Common Stock to the Purchaser and wire the funds, less consulting fees and escrow fees, to the Company. the closing shall be deemed to have occurred on the date the Purchase Price is wired to the Company per the Company's written instructions (the "Closing Date"), which date the parties agree shall be December 13, 1999.
(b) Upon receipt by the Company of the requisite payment for the Shares being purchased the Shares so purchased will be forwarded by the Company to the Purchaser and the name of such Purchaser will be registered on the Shares transfer books of the Company as the record owner of such Shares. The Escrow Agent shall not be liable for any action taken or omitted by him in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent's own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties in connection with this transaction and has not been involved in the negotiation of the terms of this Agreement or any matters relative thereto. Seller and Purchaser each agree to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of this transaction including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement. The Escrow Agent is not rendering securities advice to anyone with respect to this proposed transaction; nor is the Escrow Agent opining on the compliance of the proposed transaction under applicable securities law.
Appears in 1 contract
Sources: Subscription Agreement (Swissray International Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Signature Devices, Inc., a Delaware Wyoming corporation (the “Company”), at a purchase price of $0.37 0.01 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 1,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) a. The undersigned (“Subscriber”) hereby Investor hereby, severally and not jointly, irrevocably subscribes for and agrees to purchase Class A Common Stock (from ▇▇▇▇▇▇▇ the “Securities”), number of SlideBelts Inc., a Delaware corporation (Shares set forth on the “Company”), at a purchase price signature page of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon this Subscription Agreement on the terms and subject to the conditions set forth provided for herein. The rights of Investor acknowledges and agrees that ▇▇▇▇▇▇▇ reserves the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of right to accept or reject the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) The SubscriberInvestor’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 its acceptance, and the same shall be deemed to be accepted by ▇▇▇▇▇▇▇ only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇ may do so in counterpart form.
b. If (and solely if) the Redemption Event (as defined below) has occurred, then ▇▇▇▇▇▇▇ will provide the Investor written notice (via email) of such Redemption Event and the number of Accordion Shares, in each case no later than 11:59 p.m. Eastern Time on the second business day prior to the Special Meeting. The Investor hereby, severally and not jointly, shall have the option exercisable at the discretion of the Investor no earlier than one (1) business day prior to the Special Meeting (as defined in the Transaction Agreement) and no later than one (1) business day prior to the Closing Date to, by delivery of written notice (as hereinafter definedvia email) to ▇▇▇▇▇▇▇ (the “Accordion Subscription Notice”), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only irrevocably subscribe for and purchase from ▇▇▇▇▇▇▇ all or a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 Accordion Shares at the Per Share Purchase Price (the “Maximum OfferingAccordion Shares”). The Company may accept subscriptions until _________Accordion Subscription Notice will set forth the number of Accordion Shares the Investors is committing to subscribe for, unless otherwise extended along with the aggregate purchase price to be paid by the Company in its sole discretion in accordance with applicable SEC regulations Investor for such other period required Accordion Shares. If the aggregate number of Accordion Shares with respect to sell which ▇▇▇▇▇▇▇ has received an Accordion Subscription Notice from the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all Investor and [●] 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 their respective permitted assignees (collectively, the “TransfereesAdditional PIPE Investors”); provided that for any such transfer to be deemed effective) is (i) less than the full amount of the Accordion Shares, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company then ▇▇▇▇▇▇▇ may (in its sole discretion) reject each Accordion Subscription Notice and issue no Accordion Shares, (ii) equal to the number of Accordion Shares, then ▇▇▇▇▇▇▇ may not reject a validly delivered notice for the purchase of all such Accordion Shares or (iii) greater than the number of Accordion Shares, then ▇▇▇▇▇▇▇ may not reject a validly delivered notice for the purchase of such Accordion Shares, provided, however, that (in the case of this clause (iii)) each Additional PIPE Investor that delivered an Accordion Subscription Notice shall have the number of Accordion Shares which it is entitled to acquire reduced on a pro rata basis based on the number of Accordion Shares that all Additional PIPE Investors irrevocably subscribed to purchase pursuant to which their respective Accordion Subscription Notices. For the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms purpose of this Subscription Agreement., except where the context otherwise requires, all references to “Shares” shall include the Accordion Shares and the number of Shares and purchase price set forth on the signature page hereto (including, for clarify, for the purposes of the definition of Subscription Amount) shall be deemed to be updated for the addition of the Accordion Shares subscribed for, if any, as determined pursuant to this Section 1(b), and the aggregate purchase price to be paid for those Accordion Shares. For the purpose of this Section 1b:
Appears in 1 contract
Sources: Subscription Agreement (Conyers Park II Acquisition Corp.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.Canamed4pets, Inc. Corp., a Delaware Wyoming corporation (the “Company”), at a purchase price of $0.37 0.0015 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold for the Company shall not exceed 13,513,513 38,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes Prior to the Effective Time, Fran▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll have entered into a Subscription Agreement in substantially the form of Exhibit 2 C attached hereto and thereby subscribed for and agrees to purchase Class A Common Stock (the “Securities”)1,636,361 shares of common stock, par value $0.01 per share, of SlideBelts Capstar Broadcasting Partners, Inc., a Delaware corporation (the “Company”)corporation, at a purchase price in exchange for 117,073 shares of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth hereinheld of record by Mr. ▇▇▇▇▇▇. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required ▇he Closing contemplated 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless 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”). 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 occurred immediately prior to the Effective Time."
3. As of and after the date hereof, OCC Holding shall not be a party to the Merger Agreement. All references in the Merger Agreement, to OCC Holding, as Parent or otherwise, shall hereby be deemed, as of and after the date hereof, to refer to CMI for all purposes.
4. CMI, in its capacity as the sole stockholder of Mergeco, by its execution and delivery of this First Amendment, approves and adopts this First Amendment, the Merger Agreement and the transactions contemplated hereby and thereby.
5. Exhibit A (Restated Certificate of Incorporation of Osbo▇▇ ▇▇▇munications Corporation) of the Merger Agreement is hereby deleted in its entirety.
6. Exhibit B (Employment Agreement) of the Merger Agreement is hereby amended and restated to read in its entirety as Exhibit 1 attached hereto.
7. Exhibit C (Subscription Agreement for OCC Holding Corporation) of the Merger Agreement is hereby amended and restated to read in its entirety as Exhibit 2 attached hereto.
8. Except as herein specifically amended or supplemented, the Merger Agreement shall continue in full force and effect in accordance with its terms.
9. This First Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, all of which shall remain in force be considered one and effect.
(f) The terms the same agreement and shall become effective when one or more counterparts have been signed by each 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 parties and delivered to the Company in advance an instrument in a form acceptable to other parties, it being understood that all parties need not sign the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreementsame counterpart.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock a 10 Percent Revenue Share (the “SecuritiesRevenue Share”), of SlideBelts Inc.Flatland, a Delaware corporation LLC (the “Company”), at a purchase price Limited Liability Company, organized under the state of Michigan, for the principal amount of $0.37 per share of Class A Common Stock (the “Per Security Price”)[RS AMOUNT], 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 Class A Common Stock Securities are also referred to as the “Securities.” The rights and preferences of the Securities are as set forth in Amended the Company’s Operating Agreement and Restated Articles of Incorporation any description of the Company, as amended (the “Restated Articles”), filed as an exhibit to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Memorandum of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number principal amount of Securities sold shall not exceed 13,513,513 $249,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless 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 01/22/2021 (the “Termination Date”). The Providing that subscriptions for $25,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class Series A Common Non-Voting Preferred Stock (the “Securities”), of SlideBelts Inc.iConsumer Corp., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock Security as set out on the signature page to this Agreement (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Class A Common Stock Securities are as set forth in Amended and Restated Articles the Certificate of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company Designations filed with the SEC (Secretary of State of Delaware on August 12, 2015, which appears as Exhibit 3.1 to the “Company’s Offering Statement”)Statement filed with the SEC.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 $1,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________[DATE], unless 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 Units (the “Termination Date”). The Providing that subscriptions for Securities in the amount of $100,000 are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for On the terms and subject to the conditions of this Agreement, the Investor agrees to purchase Class A Common Stock subscribe and pay for an aggregate of 22,214 (Twenty Two Thousand and Two Hundred and Fourteen) fully paid Series H CCPS in the Company (the “SecuritiesSubscription Shares”), ) for a subscription price of SlideBelts Inc., a Delaware corporation USD 450.16 (Dollars Four Hundred and Fifty and Sixteen Cents) per Subscription Share (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The rights aggregate consideration payable by the Investor for the subscription of the Class A Common Stock are as set forth in Amended Subscription Shares shall be USD 9,999,854 (Dollars Nine Million Nine Hundred and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”Ninety Nine Thousand Eight Hundred Fifty Four).
(b) Subscriber understands Subject to the terms of this Agreement and the reasonable satisfaction (or waiver by the Investor) of the conditions of subscription set forth in Section 4.01 (Conditions of Investor Subscription), either:
(i) the Company may request the Investor to subscribe for the Subscription Shares by delivering a Subscription Notice to the Investor; or
(ii) the Investor may notify the Company that it shall subscribe for the Securities are being offered pursuant Subscription Shares by delivering a Subscription Notice to an offering circular dated _______ the Company, at least 12 (twelve) Business Days prior to the date of the Investor Subscription specified in such Subscription Notice (the “Offering CircularSubscription Date”) filed with the SEC as part ), subject to Section 2.03 (Cancellation of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decisionInvestor Subscription).
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to If a Closing Date (as hereinafter defined), Subscription Notice is delivered by the Company at its sole discretion. In additionto the Investor in accordance with Section 2.01(b)(i), or the Investor delivers a Subscription Notice to the Company in accordance with Section 2.01(b)(ii), then the Company shall be obliged to issue the Subscription Shares to the Investor on the Subscription Date and shall take all necessary corporate and other action, including but not limited to all appropriate steps to ensure that a meeting of the Company, at its sole discretion, may allocate to Subscriber only ’s shareholders or a portion meeting of the number board of Securities Subscriber has subscribed for. The Company will notify Subscriber whether directors, as applicable, is promptly convened, to ensure that the Subscription Shares shall be issued to the Investor on the Subscription Date, in accordance with the terms of this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateAgreement.
(d) The aggregate On the Subscription Date:
(i) the Investor shall pay the amount equal to the Subscription Price multiplied by the number of Securities sold Subscription Shares in Dollars to the following account of the Company: Company Account (IBAN): ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Bank Name: Barclays Bank Mauritius Limited Bank Address: International Banking, 1ST Floor, Barclays House, Barclays House, 68-68A, Cybercity Ebene, Mauritius SWIFT Code: ▇▇▇▇▇▇▇▇, or such other account specified in the Subscription Notice; and
(ii) the Company shall:
(A) issue to the Investor, or as the Investor directs, the Subscription Shares free of all Liens or other encumbrances or rights of third parties and record the Investor as the legal and beneficial owner of the Subscription Shares in the Company’s share register;
(B) deliver to the Investor, or as the Investor directs: (1) a share certificate in customary form; and (2) a certified copy of the Company’s share register, evidencing the Investor’s valid title to the Subscription Shares, free of all Liens or other encumbrances or rights of third parties; and
(C) provide the Investor with a certified copy of the resolutions passed by the board of directors and the shareholders of the Company for the issue and allotment of the Subscription Shares to the Investor; The Parties agree that the fulfillment of the obligations of the Company set forth in Sections 2.01(d)(ii)(A) through (C) above are conditions precedent to the application of any funds disbursed by the Investor under Section 2.01(d)(i) to the subscription for the Subscription Shares and that, accordingly, any funds disbursed in accordance with Section 2.01(d)(i) shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended be held in trust by the Company (for the benefit of the Investor) until the acts set forth in its sole discretion Section 2.01(d)(ii)(A) through (C) have been performed, and in the event that such acts are not performed as soon as practicable, and in any event within three (3) Business Days from any such disbursement of funds by the Investor, the Company shall, upon the Investor’s request, immediately return the funds disbursed in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior Section 2.01(d)(i) to the Termination Date (each a “Closing Date”)Investor, unless instructed otherwise by the Investor.
(e) In The Company shall pay all Taxes, fees or other charges payable on or in connection with the event of rejection execution, issue, subscription, delivery, registration, translation or notarization of this subscription in its entiretyAgreement, the other Transaction Documents, the Company’s Charter, the Subscription Shares and any other documents related to this Agreement, the other Transaction Documents 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 effectCompany’s Charter.
(f) The terms Company shall undertake all post-issue filings and other requirements associated with the issuance of the Subscription Shares in the time prescribed for the same under Applicable Law.
(g) If the Company, for any reason, does not issue the Subscription Shares as set forth in Section 2.01(d), including by reason of failure of the Company’s shareholders to authorize such issuance, such failure to issue the Subscription Shares shall constitute a breach of the Company’s obligations under this Agreement, and the Investor shall have the right to exercise any and all rights or legal or equitable remedies of any kind which may accrue to it against the Company. It is clarified that provisions of this Subscription Agreement Section 2.01(g) shall be binding not apply if, upon Subscriber and its transferees, heirs, successors and assigns reasonable satisfaction (collectively, “Transferees”or waiver by the Investor) of the conditions of subscription set forth in Section 4.01 (Conditions of Investor Subscription); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered Investor does not subscribe to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription AgreementShares within Subscription Date.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until ___________ Shares for $___________. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, unless otherwise extended by Esq. shall act as escrow agent and notify the Company in its sole discretion in accordance with applicable SEC regulations for such other period required Purchaser when he has received the signed Subscription Agreement (and Exhibits thereto), signed Registration Rights Agreement and Common Stock from the Company, at which time the Purchaser shall wire the Purchase Price to sell the Maximum Offering (the “Termination Date”)escrow agent. 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, Purchaser entering into this Subscription Agreement shall have no force or effect, except pay the Purchase Price for Section 5 hereof, which shall remain the Shares by delivering immediately available good funds 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 United States Dollars to the Company in advance an instrument in a form acceptable to escrow agent per the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms wire instructions set forth on page three (3) of this Subscription Agreement. Once the escrow agent is in receipt of the Common Stock, and Purchase Price he shall deliver the Common Stock to the Purchaser and wire the funds, less consulting fees and escrow fees, to the Company. The closing shall be deemed to have occurred on the date the Purchase Price less the consulting fee and escrow fee, is wired to the Company per the Company's written instructions (the "Closing Date")
(b) Upon receipt by the Company of the requisite payment for the Shares being purchased the Shares so purchased will be forwarded by the Company to the Purchaser and the name of such Purchaser will be registered on the Shares transfer books of the Company as the record owner of such Shares. The Escrow Agent shall not be liable for any action taken or omitted by him in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent's own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties in connection with this transaction and has not been involved in the negotiation of the terms of this Agreement or any matters relative thereto. Seller and Purchaser each agree to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of this transaction including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement. The Escrow Agent is not rendering securities advice to anyone with respect to this proposed transaction; nor is the Escrow Agent opining on the compliance of the proposed transaction under applicable securities law.
Appears in 1 contract
Sources: Securities Offering Agreement (Swissray International Inc)
Subscription. (a) The undersigned (“Subscriber”) Section 9.1 Subscriber hereby irrevocably subscribes for and agrees to purchase Class the number of shares (the "Securities") of Series A Preferred Stock, par value $.001 per share (the "Preferred Stock"), and the number of Common Stock Purchase Warrants (the “"Warrants", and together with the Preferred Stock, the "Securities”"), of SlideBelts Inc.Information Architects Corporation, a Delaware North Carolina corporation (the “"Company”"), indicated on the signature page attached hereto at a the purchase price of $0.37 per share of Class A Common Stock set forth on such signature page (the “Per Security "Purchase Price”"). Subscriber has made payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Securities for which Subscriber is subscribing (the "Payment").
Section 9.2 Subscriber understands that it will not earn interest on any funds held by the Company prior to the date of closing of this offering (the "Offering"). Stonegate Securities, upon Inc. (the terms "Placement Agent") and conditions set forth hereinthe Company may hold an initial closing of the Offering (the "Initial Closing") at any time. The rights date of the Class A Common Stock Initial Closing is hereinafter referred to as the "Initial Closing Date". The Company may hold additional interim closings after the Initial Closing. Any such interim closings are each hereinafter referred to as set forth an "Additional Closing" and shall occur on one or more dates each hereinafter referred to as an "Additional Closing Date". The Initial Closing Date and the Additional Closing Dates are each hereinafter sometimes referred to as a "Closing Date". Upon receipt by the Company of the requisite payment for all Securities to be purchased by the subscribers whose subscriptions are accepted at the Initial Closing or any Additional Closing, as applicable, and subject to the satisfaction of certain conditions, the Securities so purchased will be issued in Amended the name of each such subscriber, and Restated Articles the name of Incorporation such subscriber will be registered on the stock transfer books of the Company as the record owner of such Securities. The Company will promptly thereafter issue to each subscriber participating in such closing a stock certificate for the Securities so purchased.
Section 9.3 Subscriber hereby agrees to be bound hereby upon (i) execution and delivery to the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement in care of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part Placement Agent, of the Offering Statement. By executing signature page to this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of Agreement and (ii) acceptance on the Offering Circular and Offering Statement, including 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 Initial Closing Date (or an Additional Closing Date, as hereinafter defined)the case may be, by the Company at of Subscriber's subscription (the "Subscription").
Section 9.4 Subscriber agrees that the Company may, in its sole discretion. In addition, the Company, at its sole and absolute discretion, may allocate reduce Subscription to Subscriber only a portion any number of shares of Preferred Stock that in the aggregate do not exceed the number of Securities shares of Preferred Stock hereby applied for without any prior notice to or further consent by Subscriber. Subscriber has subscribed for. The Company will notify Subscriber whether hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Placement Agent, each of the foregoing acting singularly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of Subscriber, with full power and authority in Subscriber's name, place and stead to amend this subscription is accepted (whether Agreement, including, in whole or in part) or rejected. If Subscriber’s subscription is rejectedeach case, Subscriber’s payment (or portion thereof if partially rejected) will be returned 's signature page thereto, to Subscriber without interest and all effect any of Subscriber’s obligations hereunder shall terminatethe foregoing provisions of this Section 1.4.
(d) The aggregate number Section 9.5 Subscriber agrees and understands that the principals of the Placement Agent may purchase Securities sold shall not exceed 13,513,513 (in this offering for their own account, and that the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by Placement Agent has traded securities of 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”). 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 date 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Information Architects Corp)
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), number of SlideBelts Inc., a Delaware corporation (Securities at the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (set forth on the “Per Security Price”)cover page hereto, upon the terms and conditions set forth herein. The rights of the Class A Common Stock Securities are as set forth in Amended and Restated Articles of Incorporation the Operating Agreement of the Company, as amended Company (the “Restated ArticlesOperating Agreement”), which is filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing subscribing to this Subscription AgreementOffering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretiondiscretion and for any reason or no reason, notwithstanding prior receipt by the Purchaser of notice of acceptance of this subscription. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each 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) 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 acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Public Sneaker Collection LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A B Common Stock (the “Securities”), of SlideBelts Hylete, Inc., a Delaware California corporation (the “Company”), at a purchase price of $0.37 1.75 per share of Class A B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A B Common Stock are as set forth in Third Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 2,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock membership interests (the “Securities”), of SlideBelts Inc.The Baroness CLT, a Series of Mansion Collection I LLC, a registered series of a Delaware corporation series limited liability company, (the “Company”), at a purchase price of $0.37 9.00 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock membership interest are as set forth in Amended the Operating Agreement of Mansion Collection I LLC and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”)respective series designation, filed as an exhibit Exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ September 27, 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 88,834 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Providing that subscriptions for 78,599 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned Beast CF Investors SPV, LLC (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Class A B Common Stock (the “Securities”), of SlideBelts Beast Brands, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 14.3277 per share of Class A Common Stock (the “Per Security Price”)) for a total purchase price of $ , upon the terms and conditions set forth herein. The rights of the Class A B Common Stock are as set forth in the Third Amended and Restated Articles Certificate of Incorporation and any description of the Company, as amended (the “Restated Articles”), filed as an exhibit to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 79,479 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until _________January 31, unless 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 2023 (the “Termination Date”). The Providing that subscriptions for 20,939 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Wearable Health Solutions, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.37 0.01 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) d. The aggregate number of Securities sold shall not exceed 13,513,513 1,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Wearable Health Solutions, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class Series A Common Preferred Stock (the “Securities”), of SlideBelts Cub Crafters, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 5.00 per share of Class Series A Common Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $400. The rights and preferences of the Class Series A Common Preferred Stock are as set forth in the Amended and Restated Articles Certificate of Incorporation of the Company, included as amended (the “Restated Articles”), filed as an exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ _____________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Entertainment Arts Research Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.37 0.075 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold for the Company shall not exceed 13,513,513 200,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Entertainment Arts Research, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock [Royalty Share Unit] (the “Securities”), of SlideBelts Inc.RoyaltyTraders LLC (d/b/a SongVest), a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.37 [_] per share of Class A Common Stock Royalty Share Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is [$_]. The rights of the Class A Common Stock Royalty Share Unit are as set forth in Amended and Restated Articles of Incorporation of the CompanyRoyalty Share Unit including as Exhibit A, as amended (the “Restated Articles”), which is also filed as an exhibit Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. 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 exhibits thereto, 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 [_] (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Providing that subscriptions for [_] Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). In the event the Minimum Offering is not met, all of Subscriber’s funds will be promptly returned to Subscriber in accordance with SEC Rule 10b-9.
(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 Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Eden Grow Systems Inc., a Delaware corporation Texas Corporation (the “Company”), at a purchase price of $0.37 1.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Class A Common Stock are as set forth in Amended the Bylaws and Restated Articles of Incorporation any description of the Company, as amended (the “Restated Articles”), filed as an exhibit to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. [It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.]
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 1,240,000 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until _________, unless 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 12.31.2023 (the “Termination Date”). The Providing that subscriptions for 50,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Non-Voting Common Stock (the “Securities”), of SlideBelts CalTier, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 6.75 per share of Class A Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $189.00, or 28 shares. The rights of the Class A Non-Voting Common Stock are as set forth in Amended and Restated Articles the Company’s Certificate of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement (SEC File No. [_]), 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 exhibits thereto, 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 444,444 (the “Maximum Offering”). This does not include shares that may be issued as “Bonus Shares” as described in the Offering Statement for no additional consideration. The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “SecuritiesStock”) of Wholly Broken Series LLC. (the “Issuer”), a Limited Liability Company, organized under the state of SlideBelts Inc.New York, a Delaware corporation (for the “Company”), at a purchase price principal amount of $0.37 per share of Class A Common Stock (the “Per Security Price”)$ , upon the terms and conditions set forth herein. The Securities being subscribed, under this Offering Agreement herein, to a security interest through the purchase of Common Stock (“Stock”), also referred to as the “Securities.” The rights and preferences of the Class A Common Stock Securities are as set forth in Amended the Issuer’s Articles or Bylaws and Restated Articles of Incorporation any description of the Company, as amended (the “Restated Articles”), filed as an exhibit to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. b. By executing this Subscription Offering Agreement, Subscriber acknowledges that Subscriber has received this Subscription Offering Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Memorandum of the Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription c. This Subscription may be accepted or rejected in whole or in part, part at any time prior to a Closing Date (as hereinafter defined), ) by the Company Issuer (also referred to as a Creator) 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 Issuer will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest interest, and all of Subscriber’s obligations hereunder shall terminate.
(d) d. The aggregate number principal amount of Securities sold shall not exceed 13,513,513 $4,300,000.00 (the “Maximum Offering”). The Company Issuer may accept subscriptions until _________September 30, unless 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 2023 (the “Termination Date”). The Company Providing that subscriptions for $430,000.00 Securities are received (the “Target Offering”), the Issuer 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 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 Offering 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Offering Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.Emo Captial, Corp., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.37 0.005 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 1,500,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A [QUANTITY] Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation Peeka Inc. (the “Company”), a Corporation, organized under the state of Washington, at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”)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 Class A Common Stock Securities are also referred to as the “Securities.” The rights and preferences of the Securities are as set forth in Amended the Company’s Bylaws and Restated Articles of Incorporation any description of the Company, as amended (the “Restated Articles”), filed as an exhibit to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Memorandum of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 270,270 (the “Maximum Offering”). The Company may accept subscriptions until _________February 18, unless 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 2020 (the “Termination Date”). The Providing that subscriptions for 135,135 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. 1. Subscriber hereby irrevocably subscribes to purchase the Series A Warrants and the Series B Warrants (collectively, the "Warrants") in the form attached hereto as Exhibits A and B respectively for a price equal to $10,000 (the "Subscription Price").
2. As part of the subscription, Subscriber herewith tenders:
(a) The undersigned (“two copies of this Subscription Agreement duly completed and executed by Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) payment of the Subscription Price made by wire transfer of immediately available funds in U.S. Dollars to the account of AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC.
3. Subscriber understands and agrees that the Securities are being offered pursuant to an offering circular dated _______ subscription contained herein shall not be deemed binding upon the Company until it is accepted by the Company (the “Offering Circular”) filed with the SEC as part evidenced by its execution of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges ) and that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless 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”). 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. Subscriber further acknowledges and agrees that, subject to applicable law, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectsubscription is irrevocable.
(f) The terms 4. If this subscription is not accepted by the Company, all funds and the documents herewith delivered to the Company by Subscriber will be returned immediately to Subscriber. In such event, all proceeds theretofore received by the Company from the Subscriber will be refunded in full, without interest or deduction.
5. If this subscription is accepted by the Company, then the Company shall immediately countersign both copies of this Subscription Agreement and return one fully executed copy to Subscriber. The Subscription Price shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer applied to the purchase of the Warrants which Warrants shall then be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable Subscriber. All funds received from the Subscriber hereunder or pursuant to the exercise of the Warrants shall be used by the Company in for expansion of its sole discretionpresent business, pursuant to which the proposed Transferee shall acknowledge, agreeworking capital, and be bound by for general corporate purposes in connection with the representations and warranties of Subscriber and terms of this Subscription AgreementCompany's present business.
Appears in 1 contract
Sources: Subscription Agreement (Affinity International Travel Systems Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares (the “Securities”) of common stock, no par value per share (the “Common Stock”), of SlideBelts PSI International, Inc., a Delaware Virginia corporation (the “Company”), at a purchase price of $0.37 15.00 per share of Class A Common Stock Share (the “Per Security Purchase Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock Securities are as set forth in the Company’s Amended and Restated Articles of Incorporation of the Company, as amended Bylaws (the “Restated ArticlesBylaws”), filed included in as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ________ __, 2017 (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementStatement pursuant to which the Company is offering (the “Offering”) up to 2,000,000 Shares for $15.00 per Share pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits the 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 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 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 in this offering shall not exceed 13,513,513 2,000,000 (the “Maximum OfferingAmount”). The Company may accept subscriptions until _________, unless otherwise extended by (i) the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell date at which the Maximum Offering amount has been sold, (ii) the date which is one year from this Offering being qualified by the Commission, or (iii) the date at which the Offering is earlier terminated by us in our sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offeringOffering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 AgreementAgreement and the Bylaws, the Company consents to the transfer in its sole discretion, and, in the event of a transfer to a Transferee resident or otherwise subject to the securities laws of applicable jurisdiction, the compliance with the applicable resale restrictions in such jurisdiction.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Baseline Productions, Inc., a Delaware Wyoming corporation (the “Company”), at a purchase price of $0.37 0.001 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 1,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Baseline Productions, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock B Stocks (the “Securities”), of SlideBelts Inc.PROVEDA CORPORATION, a Delaware corporation Corporation (the “Company”), at a purchase price of $0.37 1.70 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A B Common Stock Stocks are as set forth in Amended and Restated Articles the Certificate of Incorporation and any description of the Company, as amended (the “Restated Articles”), filed as an exhibit to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 294,117 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until _________July 20, unless 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 2024 (the “Termination Date”). The Providing that subscriptions for 5,882 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offeringoffering (each such closing, a “Closing”), on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of SlideBelts Flower Turbines, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 70.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein, plus $2.45 per share which each investor shall pay directly to StartEngine Primary as a commission. The minimum subscription is $560, which excludes the 3.5% commission to be paid by Subscriber directly to StartEngine Primary as a commission. The rights and preferences of the Class A Common Stock common stock are as set forth in Amended and Restated Articles of Incorporation of the Company’s certificate of incorporation, found as amended (the “Restated Articles”), filed as an exhibit Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 200,000 shares of Common Stock, plus up to 40,000 bonus shares that may be issued to certain investors (the “Maximum Offering”). The Company may accept subscriptions until _________on a continuous basis, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A shares of Non-Voting Common Stock (the “Securities”), of SlideBelts Inc.Fathom Producers LLC., a Delaware corporation Limited Liability Company incorporated in Texas (the “Company”), at a purchase price of $0.37 75.00 per share of Class A Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Non-Voting Common Stock are as set forth in Amended and Restated the Articles of Incorporation Incorporation, relevant state statutes, and under any description of the Company, as amended (the “Restated Articles”), filed as an exhibit to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription c. This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) d. The aggregate number of Securities sold shall not exceed 13,513,513 One Thousand Four Hundred and Twenty (1,420) (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until _________, unless 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 19th April 2019 (the “Termination Date”). The Providing that subscriptions for [insert minimum shares] Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Stock Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Saddle Ranch Media, Inc., a Delaware Utah corporation (the “Company”), at a purchase price of $0.37 0.0003 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 3,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock B Units (the “Securities”), of SlideBelts Inc.SHAPEACCELERATOR USA LLC, a Delaware corporation FLORIDA Limited Liability Company (the “Company”), at a purchase price of $0.37 1.00 per share of Class A Common Stock unit (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A B Common Stock Units are as set forth in Amended and Restated Articles the Certificate of Incorporation and any description of the Company, as amended (the “Restated Articles”), filed as an exhibit to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 124,000 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until _________August 15, unless 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 2024 (the “Termination Date”). The Providing that subscriptions for 10,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offeringoffering (each such closing, a “Closing”), on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts To The Stars Academy of Arts and Science Inc., a Delaware public benefit corporation (the “Company”), at a purchase price of $0.37 5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $200.00. The rights of the Class A Common Stock are as set forth in the Amended and Restated Articles Certificate of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit and Bylaws in Exhibits 1 and 2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the __________, 2017(the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______________, 2018, unless 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”). The Providing that subscriptions for 200,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (To the Stars Academy of Arts & Science Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock [SECURITY] (the “Securities”), of SlideBelts Inc.[COMPANY], a Delaware corporation [STATE AND TYPE] (the “Company”), at a purchase price of $0.37 XXXX per share of Class A Common Stock [SECURITY] (the “Per Security Price”), upon the terms and conditions set forth herein. The rights minimum subscription is [$ MINIMUM]. [The [SECURITY] being subscribed for under this Subscription Agreement and the [OTHER SECURITY] (“[DEFINED]”), issuable upon conversion/exercise of the Class A Common Stock [SECURITY] are also referred to as the “Securities.”] The rights [and preferences] of the [SECURITY] are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit [constitutive document] [where such document appears; presumably Exhibits] to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. [It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.]
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 XXXX (the “Maximum Offering”). The Company may accept subscriptions until _________[DATE], unless 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”). The Providing that subscriptions for XXXXXX Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Legion M Entertainment, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts TriplePulse Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 0.36 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in the Second Amended and Restated Articles Certificate of Incorporation of the Company, Company as amended from time to time (the “Restated ArticlesCertificate”), filed as an exhibit Exhibit 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ February 5, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 10,972,223 (the “Maximum Offering”). The Company may accept subscriptions until _________the termination of the Offering, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of SlideBelts Inc.Future Labs VI, Inc. dba “Piestro”, a Delaware corporation (the “Company”), at a purchase price of $0.37 2.56 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is 391 shares. The rights of the Class A Common Stock are as set forth in the Amended and Restated Articles Certificate of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below.
(c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated December [_______ ], 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, 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 shall terminate.
(de) The aggregate number of Securities sold shall not exceed 13,513,513 1,953,621 shares, plus up to 586,086 “Bonus Shares” as defined in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until _________, 2021, unless 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”). 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 Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Saddle Ranch Media, Inc., a Delaware Utah corporation (the “Company”), at a purchase price of $0.37 0.0025 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 1,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless 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”). 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. 18.1 if you are accessing or using the Platform for commercial purposes, you must register a Business Account or a Forms Provider Account.
18.2 You must pay the Subscription Fees applicable to your Subscription Plan and type of Account at the rates applicable at the beginning of your Subscription Term.
18.3 If your Subscription Plan provides for multiple Users, you must appoint an account administrator to manage your Subscription and your Users, including without limitation, configuring administration settings, authorising Users, upgrading or downgrading your Subscription Plan and accepting notices, disclosures and terms and conditions.
18.4 Unless your Subscription Plan allows for it (or we have otherwise consented in writing), the sharing of one User account by more than one person is not permitted. You must supervise, control and accept all responsibility for the use of our Platform by your Users and ensure that your Users are made aware of these Terms when using our Platform.
18.5 Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with these Terms are exclusive of goods and service tax (“GST”). If GST is imposed on any supply made under or in accordance with these Terms which is not expressed to be inclusive of GST, then you, being the recipient of the taxable supply, must pay to us, being the party making the taxable supply, an amount equal to the GST payable on or for the taxable supply.
18.6 Your Subscription Term will start when we confirm receipt of your payment and will automatically renew for successive periods of equivalent duration to the immediately preceding Subscription Term unless either you or we cancel or terminate your Subscription prior to the expiry of the current Subscription Term.
18.7 If you do not wish for your Subscription to renew in accordance with clause 18.6, you must provide us with a notice of cancellation in writing or through another method we reasonably designate in advance. Terminating your Subscription means that you will not be charged for the next billing cycle, but (unless we are required to provide a refund because we are in breach of these Terms and such breach cannot be remedied) you will not receive any refunds or credits for amounts that have already been charged. All renewals will be charged at the then current rates.
18.8 During a Subscription Term, you may upgrade your existing Subscription by either:
(a) The undersigned upgrading your Subscription Plan to access additional features or obtain additional licenses, sites, or to add Users; or
(b) upgrading to a longer Subscription Term (collectively, “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering StatementSubscription Upgrades”).
(b) Subscriber understands that 18.9 We will charge you for any Subscription Upgrades at our then current rates, prorated for the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part remainder of the Offering Statementthen current Subscription Term.
18.10 If you request to downgrade your Subscription Plan (for example by removing additional features, reducing number of Users and/or shortening Subscription Term) (and we accept the same) the change will only take effect after your current Subscription Term ends.
18.11 If we do not receive payment authorisation or any authorisation is subsequently cancelled, we may immediately terminate or suspend your Subscription.
18.12 All Subscription Fees are payable in advance. By executing this Prices are current at time of display but are subject to change. We will give you at least 14 days’ notice of any increase in your Subscription AgreementFee, Subscriber acknowledges which will take effect at your next renewal date.
18.13 If through error we incorrectly state a price online or otherwise, we are not obliged to provide you with a Subscription at that Subscriber price, even if we have mistakenly accepted your offer to buy a Subscription. If we notify you of a pricing error, you may cancel the Subscription and we will refund you any money paid, or you may pay the correct price and continue with your Subscription. If you do neither, we may cancel your Subscription and refund any money you have paid. We will always act in good faith in determining whether a genuine pricing error has received this Subscription Agreementoccurred.
18.14 If you are entitled to a refund, copies we will credit that refund to the card or other payment method you used to submit payment, unless it has expired in which case we will contact you to arrange an alternative refund method.
18.15 We will do all that we reasonably can to ensure that all of the Offering Circular and Offering Statementinformation you give us when paying is secure by using an encrypted secure payment mechanism. However, including exhibits theretoin the absence of negligence on our part, and any other failure by us to comply with these Terms or our Privacy Policy or breach by us of our duties under applicable laws, we will not be legally responsible to you for any loss that you may suffer if a third-party gains unauthorised access to any information required by the Subscriber to make an investment decisionthat you give us.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, 18.16 We reserve the right to reject any order for Subscription at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretiontime. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall Subscription Fees are not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless 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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior refundable except to the Termination Date (each a “Closing Date”)extent expressly set out in these terms and conditions.
(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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Terms of Use
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts SPRiZZi B▇▇-Co, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 10.00 per share of Class A Common Stock (the “Per Security Price”), ) with a minimum purchase of 25 shares or $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 Class A Common Stock are as set forth in Amended and Restated Articles the Certificate of Incorporation of the CompanyIncorporation, as amended (amended, included in the “Restated Articles”), filed as an exhibit Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits the 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 13,513,513 5,000,000 shares of Non-Voting Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until _____________________________, unless otherwise the earliest of 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 number of series (each a “Series”) interests of YSMD Series 150 Panoramic (the “Series 150 Panoramic Interests,” and such Series 150 Panoramic Interests, the “Securities”), of SlideBelts Inc.YSMD, LLC, a Delaware corporation Delaware, series limited liability company (the “Series Company” and collectively with the Series, the “Company”), ) set forth on the signature page hereof at a purchase price of $0.37 5.00 per share unit of Class A Common Stock Series 150 Panoramic Interest (the “Per Security Price”), upon . The minimum investment amount is $100 or 20 units of the terms and conditions set forth hereinSecurities; provided that the Company may accept a lower investment amount in its sole discretion. The rights of the Class A Common Stock Securities are as set forth in Amended and Restated Articles of Incorporation of the Company’s Certificate of Formation (“Certificate of Formation”), as amended the Limited Liability Company Agreement (the “Restated ArticlesOperating Agreement”), filed as an exhibit to and the Offering Statement of the Company filed with the SEC Series Designation for Series 150 Panoramic Interests (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering CircularSeries Designation”) filed with the SEC attached hereto as part of the Offering StatementExhibit A, Exhibit B, and Exhibit C, respectively. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(cb) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. 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 with respect to such rejected amounts hereunder shall terminate.
(dc) The aggregate number of Securities sold shall not exceed 13,513,513 $1,000,000 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until _________April 30, unless 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 2025 (the “Termination Date”). The Providing that subscriptions for $10,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ed) 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 terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock membership interests, which we refer to herein as shares (the “Securities”)) of Common Stock, a Series of SlideBelts AC Partners, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.37 $ ____________ per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $______________, or ________________________ shares. The rights and preferences of the Class A Common Stock shares are as set forth in Amended and Restated Articles the Corporation Agreement of Incorporation of the CompanyAC Partners, Inc. dated ______________________, 2024, as amended from time to time (the “Restated ArticlesOperating Agreement”), filed as an exhibit to and the Series Designation for Common Stock described in the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ August 1, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, 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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 ____________________ (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Seed-3 Preferred Shares (the “Securities”), of SlideBelts Doroni Aerospace, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock Securities are as set forth in the Company’s Amended and Restated Articles Cerficiate of Incorporation of the CompanyIncorporation, as amended (the “Restated Articles”), filed included as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(i) Subscriber acknowledges that Subscriber has been informed of the compensation that DealMaker Securities LLC (“Broker”) and affiliates receives in connection with the sale of securities in the Regulation A offering and the manner in which it is received.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. 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 shall terminate.
(d) The aggregate number value of the Securities to be sold by the Company shall not exceed 13,513,513 (the $44,919,000(including Investor Transaction Fees)(the “Maximum OfferingOffering Amount”). The Company may accept subscriptions until _________the earliest of: (1) the date at which the Offering Amount has been sold, unless otherwise extended (2) the date which is three years from this offering being qualified by the Company in its Commission, and (3) the date at which the offering is earlier terminated by us at the Company’s sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (discretion. ( the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) . Investors will be required to pay an Investor Transaction Fee of 3.5% to the Company at the time of the subscription to help offset transaction costs. 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.
(fe) 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.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase 6,500,000 shares of Class A Preferred Stock (“Preferred Stock”) and up to 6,500,000 shares of Class A Common Stock into which the Preferred Stock may convert (the “Securities”), of SlideBelts GolfSuites 1, Inc., a Delaware corporation Corporation, (the “Company”), at a purchase price of $0.37 7.50 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of minimum subscription is $525. The Preferred Stock being subscribed for under this Subscription Agreement and the Class A 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 Second Certificate of Amendment to the Amended and Restated Articles Certificate of Incorporation of the Company, included as amended (the “Restated Articles”), filed as an exhibit Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______ ____] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision.
(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 shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 6,500,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the number of Shares of Common Stock (the “Securities”), of SlideBelts Inc.MOBODEXTER , INC., a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $0.37 1 per share of Class A Common Stock share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Class A Common Stock Securities are as set forth in Amended the Company’s amended and Restated Articles restated Certificate of Incorporation of the Company, as amended (the “Restated Articles”), filed which appears as an exhibit Exhibit to the Offering Statement of the Company filed with the SEC (covering the “Offering Statement”)Securities.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 13,513,513 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________December 28, 2018, unless 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 shares (the “Termination Date”). The There is no minimum in this offering, and the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 terms of this Subscription Agreement.
Appears in 1 contract