Subscription. a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document. b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision. 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. The aggregate number of Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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.
Appears in 6 contracts
Sources: Subscription Agreement, Subscription Agreement, Subscription Agreement
Subscription. a. The Subject to and in accordance with the terms and conditions of this Subscription Agreement, the undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees offers to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc., Shares for a Florida corporation (the “Company”), at a total purchase price of $0.10 per share $ (U.S. dollars). The undersigned hereby delivers to the “Per Security Price”)Company the full purchase price for the subscription for the Shares and/or Shares in the form of a check or wire transfer. The undersigned understands and agrees that this Subscription Agreement constitutes the binding obligation of the undersigned to deliver the full purchase price to the Company for the portion of the subscription accepted by the Company. The undersigned will be notified by the Company whether, and to what extent, the undersigned’s subscription has been accepted. The Company reserves the right in its sole discretion to reject all or part of any subscription. If a subscription is not accepted in whole for any other reason, the subscription amount that was not accepted will be returned to the undersigned without interest. The undersigned understands and agrees that this subscription is irrevocable. The subscription period for the Shares will terminate upon the earliest to occur of (1) April 30, 2021, or such other date as the Company in its sole discretion may select, or (2) receipt and acceptance by the Company of subscriptions for the sale of all the securities offered. The funds from the Agreement may be utilized by the Company in the manner it sees fit. The Shares and/or Shares are being offered and sold, and this subscription is being made, pursuant to the terms and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber . The applicable Common Stock comprising the Shares shall not be deemed issued to or owned by the undersigned until the Company has received delivered to the undersigned notice of acceptance of this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
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. The aggregate number of Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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.
Appears in 4 contracts
Sources: Investment Agreement, Investment Agreement, Subscription Agreement
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieSmart Decision, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 0.01 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights .
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
c. This Subscription (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 for the Company shall not exceed 500,000,000 shares (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“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” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 4 contracts
Sources: Subscription Agreement (Smart Decision, Inc.), Subscription Agreement (Smart Decision, Inc.), Subscription Agreement (Smart Decision, Inc.)
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc.XTI Aircraft Company, a Florida Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $0.10 1 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Security Securities are as set forth in Bylaws the Company’s amended and restated Certificate of the Company and any description of the Securities that Incorporation which appears in as an Exhibit to the Offering materials is qualified in its entirety by such documentStatement filed with the SEC covering the Securities.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, 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 Units (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for 3,000,000 Securities are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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.
Appears in 4 contracts
Sources: Subscription Agreement, Subscription Agreement (XTI Aircraft Co), Subscription Agreement (XTI Aircraft Co)
Subscription. a. (a) The undersigned person executing this Agreement (“Subscriber”) hereby irrevocably subscribes for and agrees (subject to a minimum purchase of ten (10) shares) to purchase Common Stock shares for a total consideration of $ thousand dollars (singular - “Purchase Price”) of Class A Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “SecurityPreferred Shares,” or plural - and such share, the “SecuritiesShare”), of KiddieTuscan Gardens Senior Living Communities, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 1,000.00 per share Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The rights .
(b) Subscriber understands that the Preferred Share is being offered pursuant to an offering circular dated October 1, 2019 (the “Offering Circular”), filed with the SEC as part of the Security are as set forth Company’s Offering Statement on Form 1-A (the “Offering Statement”) in Bylaws connection with the Company’s offering of up to $50,000,000 of Class A Non-Voting Preferred Shares (the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of Circular and Offering Statement, including the Company filed with the SEC in relation to this offering (the “Offering Circular”) exhibits thereto, and any other information required by the Subscriber to make an investment decision.
c. This Subscription (c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate.
d. (d) The aggregate number of Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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. (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.
Appears in 3 contracts
Sources: Subscription Agreement, Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieAdvance Green Energy, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 0.25 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights .
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
c. This Subscription (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 for the Company shall not exceed 200,000,000 shares (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“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” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 3 contracts
Sources: Subscription Agreement (Advance Green Energy Inc), Subscription Agreement (Advance Green Energy Inc), Subscription Agreement (Advance Green Energy Inc)
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieHimalaya Technologies, Inc., a Florida Nevada corporation (the “Company”), at a purchase price of Two Tenths of One Cent ($0.10 .002) per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights .
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
c. This Subscription (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 for the Company shall not exceed One Billion Five Hundred Million (1,500,000,000) shares (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“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” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 3 contracts
Sources: Subscription Agreement (Himalaya Technologies, Inc), Subscription Agreement (Himalaya Technologies, Inc), Subscription Agreement (Himalaya Technologies, Inc)
Subscription. a. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - number of Shares set forth on the “Securities”), of Kiddie, Inc., a Florida corporation (signature page hereto at the “Company”), at a purchase price of $0.10 per share (the “Per Security Share Purchase Price”), upon the terms and conditions set forth herein. The rights of aggregate purchase price for the Security are as set forth in Bylaws of Shares with respect to each Investor (the Company and any description of the Securities that appears “Purchase Price”) is payable in the Offering materials is qualified manner provided in its entirety by such documentSection 2(a) below.
b. By executing this Subscription Agreement(b) Investor understands that the Shares are being offered pursuant to the Regulation A Offering Circular dated ___, Subscriber acknowledges that Subscriber has received this Subscription Agreement2020 and its exhibits (collectively, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Shares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date.
c. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forfor 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 sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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 an 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.
(d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.
Appears in 3 contracts
Sources: Subscription Agreement (Energy & Water Development Corp), Subscription Agreement (Energy & Water Development Corp), Subscription Agreement (Energy & Water Development Corp)
Subscription. a. The undersigned (“Subscriber”a) Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock purchase, through the platform operated by Public Holdings, Inc. (singular - the “Security” or plural - the “SecuritiesPlatform”), the number of Kiddie, Inc., a Florida corporation (Securities at the “Company”), at a purchase price of $0.10 per share (set forth on the “Per Security Price”)cover page hereto, upon the terms and conditions set forth herein. The rights of the Security Securities are as set forth in Bylaws the Operating Agreement of the Company and any description (the “Operating 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 that appears in are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering materials is qualified in its entirety by such document.
b. Statement. By executing subscribing to this Subscription AgreementOffering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) 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. This Subscription (c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part 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 deduction, offset or interest, and all of Subscriber’s obligations hereunder shall terminate.
d. (d) The aggregate number of Securities sold shall not exceed the maximum quantity of SecuritiesMaximum Offering, as set provided in the Form C filed in relation to this offering with the SECOffering Statement. The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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. (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 6 hereof, which shall remain in force and effect.
Appears in 3 contracts
Sources: Subscription Agreement (Public 1997 Michael Jordan PMG LLC), Subscription Agreement (Public Alts 001 LLC), Subscription Agreement (Public Alts 001 LLC)
Subscription. a. A standard subscription ("Subscription") may be purchased by paying the requisite subscription fee. A Subscription may also be obtained through the grant of a complimentary Subscription or by a promotional Subscription provided by CMIE. A Subscription provides validity to only One User Account and the same needs to be mentioned at the time of subscribing. A Subscription is for a finite period of time and it grants the subscriber a fixed number of Hits. Hits are consumed when Information is accessed through the Service. The undersigned Subscription (“Subscriber”and consequently it’s validity) hereby irrevocably subscribes ends when either the period of time has expired or all the Hits have been consumed, whichever comes earlier. An IP-based subscription can be availed only by Research or Educational Institutions. Everything mentioned above with respect to a Subscription also applies to an IP-based subscription, however, the User Account associated with this subscription will be deemed to be the ’Primary User’ and will be responsible for administering and agrees managing the subscription for the Service. The Primary User will provide to purchase Common Stock CMIE a list of valid IP addresses. Everybody accessing this Service from the valid range of IP addresses will be deemed to be ’Secondary Users’ and will be bound by the terms of this Agreement. All Secondary Users will access the Service from any address from within the list of valid IP addresses provided to CMIE by the Primary User. Secondary Users are deemed to have a valid subscription based on the subscription of the Primary User only if they access the Service over an authorised IP address. The subscriber through the Primary User will accept and enforce this agreement on behalf of all Secondary Users accessing this Service from the provided list of valid IP addresses. CMIE will hold the subscriber through the Primary User liable for any breach on their behalf or on the behalf of their Secondary Users. Throughout the Agreement except for Clause 2. - ’Subscription’ (singular - the “Security” or plural - the “Securities”this clause), the meaning of Kiddie, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 per share (the “Per Security Price”), upon the terms Primary User and conditions set forth herein. The rights of the Security are Secondary User will be read as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed synonymous with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decisionterm "User" or "You".
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. The aggregate number of Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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.
Appears in 3 contracts
Sources: Service Agreement, Service Agreement, Service Agreement
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieCannabis Global, Inc., a Florida Nevada corporation (the “Company”), at a purchase price of Two Hundredths of One Cent ($0.10 .0002) per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights .
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
c. This Subscription (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 for the Company shall not exceed Two Billion Five Hundred Million (2,500,000,000) shares (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“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” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 2 contracts
Sources: Subscription Agreement (Cannabis Global, Inc.), Subscription Agreement (Cannabis Global, Inc.)
Subscription. a. The Subject to and in accordance with the terms and conditions of this Subscription Agreement, the undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees offers to purchase Common Stock (singular - shares of the “Security” or plural - the “Securities”), of Kiddie, Inc., a Florida corporation Company’s restricted common stock (the “CompanyShares”), at ) for a total purchase price of $0.10 per share $ (U.S. dollars). The undersigned hereby delivers to the “Per Security Price”)Company the full purchase price for the subscription for the Shares in the form of a check or wire transfer. The undersigned understands and agrees that this Subscription Agreement constitutes the binding obligation of the undersigned to deliver the full purchase price to the Company for the portion of the subscription accepted by the Company. The undersigned will be notified by the Company whether, and to what extent, the undersigned’s subscription has been accepted. The Company reserves the right in its sole discretion to reject all or part of any subscription. If a subscription is not accepted in whole for any other reason, the subscription amount that was not accepted will be returned to the undersigned without interest. The undersigned understands and agrees that this subscription is irrevocable. The subscription period for the Shares will terminate upon the earliest to occur of (a) April 30th, 2021, or such other date as the Company in its sole discretion may select, or (b) receipt and acceptance by the Company of subscriptions for the sale of all the securities offered. The funds from this offering may be utilized by the Company in the manner it sees fit. The Shares are being offered and sold, and this subscription is being made, pursuant to the terms and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber . The common stock comprising the Shares shall not be deemed issued to or owned by the undersigned until the Company has received delivered to the undersigned notice of acceptance of this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
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. The aggregate number of Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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.
Appears in 2 contracts
Sources: Investment Agreement, Subscription Agreement
Subscription. a. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - number of Shares set forth on the “Securities”), of Kiddie, Inc., a Florida corporation (signature page hereto at the “Company”), at a purchase price of $0.10 per share (the “Per Security Share Purchase Price”), upon the terms and conditions set forth herein. The rights of aggregate purchase price for the Security are as set forth in Bylaws of Shares with respect to each Investor (the Company and any description of the Securities that appears “Purchase Price”) is payable in the Offering materials is qualified manner provided in its entirety by such documentSection 2(a) below.
b. By executing this Subscription Agreement(b) Investor understands that the Shares are being offered pursuant to the Regulation A Offering Circular dated ___, Subscriber acknowledges that Subscriber has received this Subscription Agreement201___ and its exhibits (collectively, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Shares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date.
c. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forfor 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 sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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 an 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.
(d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.
Appears in 2 contracts
Sources: Subscription Agreement (Hightimes Holding Corp.), Subscription Agreement (Hightimes Holding Corp.)
Subscription. a. The undersigned (“4.1 Subject to Clause 2, and to receipt of consideration for the Subscription Shares in cleared funds by the Issuer from the Subscriber”) , the Issuer hereby irrevocably subscribes for and agrees to purchase Common issue and allot and the Subscriber hereby agrees to subscribe for the Subscription Shares.
4.2 The Subscription Shares shall be credited as fully paid up at Completion.
4.3 Any allotment of Subscription Shares shall be conditional on the same being Admitted. If such condition shall not be capable of satisfaction because of the failure of the London Stock (singular - the “Security” or plural - the “Securities”), Exchange to agree to Admission of Kiddie, Inc., a Florida corporation (the “Company”), such Subscription Shares at a purchase price date which is practicable prior to the due date for such allotment, then Completion and such allotment shall be postponed to the first Business Day after the first practicable date for the holding of $0.10 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights a meeting of the Security are as set forth in Bylaws London Stock Exchange at which it agrees to the Admission of such Subscription Shares.
4.4 The Subscription Shares will not rank for any dividends or other distributions declared, paid or made on the ordinary share capital of the Company and any description Issuer by reference to a record date prior to the Completion Date but, subject thereto, will rank pari passu in all other respects with the ordinary share capital of the Securities that appears Issuer then in the Offering materials is qualified in its entirety by such documentissue.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy 4.5 The Issuer shall not consolidate or sub-divide its ordinary share capital or make any issue by way of capitalisation or rights to holders of its Ordinary Shares prior to the date of the Offering Statement allotment of any Subscription Shares or the lapse or termination of this Agreement.
4.6 Nothing in this Agreement shall oblige the Issuer to issue and allot, or the Subscriber to subscribe, any of the Company filed with Subscription Shares or otherwise complete this Agreement unless the SEC in relation to this offering (subscription of all of the “Offering Circular”) and any other information required Subscription Shares by the Subscriber to make an investment decisionis completed simultaneously.
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. The aggregate number of Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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.
Appears in 2 contracts
Sources: Subscription Agreement (Xenetic Biosciences, Inc.), Subscription Agreement (Xenetic Biosciences, Inc.)
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieTreasure & Shipwreck Recovery, Inc., a Florida Nevada corporation (the “Company”), at a purchase price of Ten Cents ($0.10 .10) per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights .
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
c. This Subscription (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 for the Company shall not exceed Thirty Two Million (32,000,000) shares (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“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” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 2 contracts
Sources: Subscription Agreement (Treasure & Shipwreck Recovery, Inc.), Subscription Agreement (Treasure & Shipwreck Recovery, Inc.)
Subscription. a. The undersigned This Agreement between Licensee and CoStar Realty Information, Inc., through its “LoopNet” brand and suite of products and services (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “SecurityLicensor” or plural - the “SecuritiesLoopNet”), concerns one or more of Kiddie, Inc., the LoopNet products described below: Premium Lister Subscriptions. Premium Lister concerns any of the following: (a) a Florida corporation website for marketing commercial real estate (the “CompanyWebsite”), at a purchase price of $0.10 per share ; (b) an interface (the “Per Security PriceInterface”), upon the terms and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering ) for managing commercial property listings (the “Offering CircularListings”) appearing on the Website (the Website and the Interface, collectively, the “Premium Service”). The Premium Service is subject to change from time to time and may be subject to property listing, property searching, and member directory searching limitations. During the term of this Agreement, and upon payment of the amounts specified in the current Subscription Form (the “License Fees”) in accordance with this Agreement, Licensee shall have a nonexclusive, non-transferable license (with no right to sub-license) to use the Premium Service, subject to and in accordance with the terms of this Agreement and Licensor’s Terms of Use. The Premium Service may be used by no more than the number of users set forth on the Subscription Form (hereinafter referred to as the “Authorized Users”). Except where Licensee is an individual, Authorized Users must be individuals (1) employed by Licensee or an Exclusive Contractor of Licensee and (2) included on Licensor’s list of Authorized Users for the Premium Service. Each Authorized User must have a unique email address, which will be provided Premium Membership as long as such Authorized User is registered as a member of ▇▇▇▇▇▇▇.▇▇▇. It shall be Licensee’s sole responsibility to upload property listings that Licensee would like to designate for inclusion on the Website and Licensee shall provide all information, data and/or images necessary to include such property listing as a Listing on the Website. By submitting Listings to Licensor, Licensee represents and warrants that: (i) all information submitted is accurate; and (ii) that Licensee has the right and authority to submit such Listings to Licensor and that the Authorized User identified as the contact on such Listing is the named licensed real estate agent that has been engaged by the property owner to market the listing under a duly executed listing agreement. All Listings are subject to Licensor’s Marketing Center Terms and Conditions, available at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/about/marketing-center-TandCs. Licensee agrees to allow submitted property listings, or any part thereof, to be searched, displayed, accessed, downloaded, copied and otherwise referred to by Authorized Users of the Website as well as users of other Licensor partner and affiliated websites. Licensor reserves the right to modify or remove all or any part of the Listings posted on the Website consistent with its rights under this Agreement. LoopLink Subscription. This Agreement between Licensee and Licensor concerns Internet-based marketing tools including: (a) a license to the Website; (b) the Interface for managing the Listings appearing on the Website; and (c) a dedicated website and software hosted by Licensor branded for Licensee containing the Listings (“LoopLink site”) and any other functionality related to publishing the listings on the LoopLink site and/or Licensee’s proprietary website (the Website, the Interface and the LoopLink site shall be described herein as the “LoopLink Service”). The LoopLink Service is subject to change from time to time and may be subject to property listing, property searching, and member directory searching limitations. No Premium Service exposure is included with the LoopLink Service. During the term of this Agreement, and upon payment of the License Fees in accordance with this Agreement, Licensee shall have a nonexclusive, non-transferable license (with no right to sub-license) to use the LoopLink Service, subject to and in accordance with the terms of this Agreement. It shall be Licensee’s sole responsibility to upload property listings that Licensee would like to designate for inclusion on the Website and Licensee shall provide all information, data and/or images necessary to include such property listing as a Listing on the Website. By submitting Listings to Licensor, Licensee represents and warrants that: (i) all information required submitted is accurate; and (ii) that Licensee has the right and authority to submit such Listings to Licensor and that the Authorized User identified as the contact on such Listing is the named licensed real estate agent that has been engaged by the Subscriber property owner to make an investment decisionmarket the listing under a duly executed listing agreement. All Listings are subject to Licensor’s Marketing Center Terms and Conditions, available at ▇▇▇▇▇://▇▇▇.
c. This Subscription may be accepted ▇▇▇▇▇▇.▇▇▇/about/marketing-center-TandCs. Licensor reserves the right to modify 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 the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the Company may elect at any time to close remove 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 part of the Securities (or any portion thereof) is not consummated for any reason, Listings posted on the Website consistent with its rights under this Subscription Agreement shall have no force or effectAgreement.
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement
Subscription. a. The undersigned (“Subscriber”a) Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock purchase, through the platform operated by Public Holdings, Inc. (singular - the “Security” or plural - the “SecuritiesPlatform”), the number of Kiddie, Inc., a Florida corporation (Securities at the “Company”), at a purchase price of $0.10 per share (set forth on the “Per Security Price”)cover page hereto, upon the terms and conditions set forth herein. The rights of the Security Securities are as set forth in Bylaws the Operating Agreement of the Company and any description (the “Operating 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 that appears in are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering materials is qualified in its entirety by such document.
b. Statement. By executing subscribing to this Subscription AgreementOffering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) 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. This Subscription (c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part 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 deduction, offset or interest, and all of Subscriber’s obligations hereunder shall terminate.
d. (d) The aggregate number of Securities sold shall not exceed the maximum quantity of SecuritiesMaximum Offering, as set provided in the Form C filed in relation to this offering with the SECOffering Statement. The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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. (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 6 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Public Luxury Handbag Portfolio LLC), Subscription Agreement (Public Shrek Royalties LLC)
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class B Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieTeam SR2, Inc., a Florida Nevada corporation (the “Company”), at a purchase price of $0.10 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security Securities are as set forth in Bylaws the Company’s Certificate of the Company and any description of the Securities that appears in Incorporation dated March 27, 2024, included as an exhibit to the Offering materials is qualified in its entirety by such documentStatement.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 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. (d) The aggregate number value of the Securities to be sold by the Company shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC$1,234,999.68 (including Investor Processing Fees). The Company may accept subscriptions until February 28, 2025 (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for $10,000.08 are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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) Investors will be required to pay an Investor Processing Fee of 2.0% to the Company at the time of the subscription to help offset transaction costs. The Intermediary will receive a cash commission on this fee.
(f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 7 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall 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
Sources: Subscription Agreement
Subscription. a. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - number of Shares set forth on the “Securities”), of Kiddie, Inc., a Florida corporation (signature page hereto at the “Company”), at a purchase price of $0.10 per share (the “Per Security Share Purchase Price”), upon the terms and conditions set forth herein. The rights of aggregate purchase price for the Security are as set forth in Bylaws of Shares with respect to each Investor (the Company and any description of the Securities that appears “Purchase Price”) is payable in the Offering materials is qualified manner provided in its entirety by such documentSection 2(a) below.
b. By executing this Subscription Agreement(b) The Investor understands that the Shares are being offered pursuant to the Regulation A Offering Circular dated _______________, Subscriber acknowledges that Subscriber has received this Subscription Agreement2023 and its exhibits (collectively, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) as filed with the Securities and Exchange Commission (“SEC”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Shares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date.
c. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forfor 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 sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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 an 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.
(d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieRAD Technologies, Inc.Inc, a Florida Delaware corporation (the “Company”), at a purchase price of $0.10 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security Securities are as set forth in Bylaws the Company’s Amended Certificate of the Company and any description of the Securities that appears in Incorporation dated September 29, 2023, included as an exhibit to the Offering materials is qualified in its entirety by such documentStatement.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 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. (d) The aggregate number value of the Securities to be sold by the Company shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC$999,999.99 (including Investor Processing Fees). The Company may accept subscriptions until March 31, 2024 (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for $9,999.99 are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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) Investors will be required to pay an Investor Processing Fee of 2.5% to the Company at the time of the subscription to help offset transaction costs. The Broker will receive a cash commission on this fee.
(f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 7 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall 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
Sources: Subscription Agreement
Subscription. a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc.of: CONSUMER COOPERATIVE GROUP INC, a Florida corporation cooperative (the “Company”), at a purchase price of $0.10 0.01 per share security (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company (Governing Document) and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety by such document.
b. By ▇. ▇▇ executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
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. The aggregate number of Securities sold shall not exceed the maximum quantity Maximum Number of SecuritiesUnits, as set in the Form C filed in relation to this offering with the SECSEC (the “Oversubscription Offering”). The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering AmountOffering” as set forth in the Form C filed with the SEC, 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.
Appears in 1 contract
Sources: Subscription Agreement (Consumer Cooperative Group Inc)
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Stock, par value $0.001 (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc., Blue Green Energy Inc. a Florida corporation Nevada C Corporation (the “Company”), at a purchase price of $0.10 2.50 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security Class A Common Stock are as set forth in Bylaws the Articles of the Company Incorporation, and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety by such document.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 with respect to such rejected amounts hereunder shall terminate.
d. (d) The aggregate number of Securities sold shall not exceed 2,000,000 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“Oversubscription Offering”). The Company may accept subscriptions until April 30, 2025 (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for 10,000 Securities are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. The undersigned (“Subscriber”a) hereby irrevocably subscribes for and agrees Each of the Stockholders, subject to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 per share (the “Per Security Price”), upon the terms and conditions hereof, severally hereby subscribes for such number of Common Stock Purchase Warrants of the Company exercisable for shares of Common Stock and shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock for such purchase price, as is set forth hereinopposite such Stockholder's name on Exhibit B hereto. Payment for said Warrants and shares shall be made in full to the Company at the Closing (as defined in the Purchase Agreements) in cash, by certified check payable to the Company or by wire transfer, against receipt of a Warrant or Warrants and a certificate or certificates registered in the name or names indicated on Exhibit B hereto, representing the number of Warrants and shares of Common Stock and Preferred Stock so purchased by such Stockholder, and such shares shall be validly issued, fully paid and non-assessable. Concurrently with the issuance of such shares to the Stockholders, CHP shall return, and the Company shall cancel, the certificate representing 100 shares of Common Stock heretofore issued to CHP. The rights Common Stock, Preferred Stock and Warrants issued pursuant to this Agreement, and the shares of Common Stock issuable upon exercise of the Security Warrants ("Warrant Shares") are sometimes collectively referred to herein as the "Company Securities."
(b) At the time an Instrument of Accession is delivered to the Company, Exhibit B hereto shall be amended to reflect accurately either (i) the amount of capital contributed to the Company by each additional Stockholder, and the number of shares of Common Stock and Preferred Stock issued to such Stockholder or (ii) in the case of a transfer of Company Securities by a Stockholder, the number of Warrants and/or shares of Common and/or Preferred Stock owned by such Stockholder and its transferee. The representations set forth in Bylaws Section 3 hereof shall be deemed reconfirmed and remade by each such Stockholder in connection with the issuance or transfer of any Warrants or shares of Common Stock or Preferred Stock to such Stockholder after the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such documentdate hereof.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy (c) References herein to Warrants and shares of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) Common Stock and any other information required Preferred Stock held or owned by the Subscriber Stockholders shall include the Warrants and shares of Common Stock and Preferred Stock issued to make an investment decisionor acquired by Stockholders after the date hereof, whether by exercise of any warrants or options, purchase or otherwise.
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. The aggregate number of Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of non- voting Class B Common Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc.Crazy Pita Corp., a Florida Nevada corporation (the “Company”), at a purchase price of $0.10 0.50 per share of Class B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security Class B Common Stock are as set forth in Bylaws Articles of Incorporation of the Company and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety by such document.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 with respect to such rejected amounts hereunder shall terminate.
d. (d) The aggregate number of Securities sold shall not exceed 2,460,000 shares (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“Oversubscription Offering”). The Company may accept subscriptions until the date the Company terminates the offering in its sole discretion (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for 50,000 shares are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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.
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 (singular - the “Security” or plural - the “Securities”), of KiddieLegion M Entertainment, Inc., a Florida corporation Delaware C Corporation (the “Company”), at a purchase price of $0.10 1.65 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $39.60. The rights of the Security Class A Common Stock are as set forth in Bylaws its Certificate of Incorporation, as amended, as filed as an Exhibit to the Offering Statement of the Company and any description 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 that appears in are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) including exhibits thereto and any other information required by the Subscriber to make an investment decision.
c. This Subscription (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
d. (e) The aggregate number of Securities sold shall not exceed 15,501,515 shares of Class A Common Stock, including 3,030,303 Bonus Shares and 350,000 Promotional Shares (the maximum quantity of Securities, as set in “Maximum Offering”). There is no minimum required offering amount and the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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. (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Legion M Entertainment, Inc.)
Subscription. a. The undersigned (“Subscriber”) 1.1. Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock the number of shares (singular - the “Security” or plural - "SHARES") of common stock, $0.001 par value per share (the “Securities”"COMMON SHARES"), of KiddieDonar Enterprises, Inc., a Florida Delaware corporation (the “Company”"COMPANY"), indicated on the signature page attached hereto at a the purchase price of $0.10 per share set forth on such signature page (the “Per Security Price”"PURCHASE PRICE"), . 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 of exemption from the Security are as set forth in Bylaws of the Company and any description registration requirements of the Securities that appears in Act of 1933, as amended ( the Offering materials is qualified in its entirety "ACT"), afforded by such documentSection 4(2) thereunder.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
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 for1.3. The Company will notify Subscriber whether this subscription is accepted hold the closing of the offering (whether in whole or in partthe "CLOSING") or rejected. If at any mutually agreeable time, hereinafter sometimes referred to as a "CLOSING DATE." Upon receipt by the Company of the requisite payment for all Common Shares to be purchased by the Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) the Common Shares so purchased 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 the maximum quantity of Securities, as set issued in the Form C filed in relation to this offering with name of the SECSubscriber, and the name of the Subscriber will be registered on the stock transfer books of the Company as the record owner of such Common Shares. The Company may accept subscriptions until will promptly thereafter issue to the “Termination Date” as set Subscriber participating in such closing a stock certificate for the Form C filed with Common Shares so purchased.
1.4. Subscriber hereby agrees to be bound hereby upon (i) execution and delivery to the SEC in relation Company of the signature page to this offering. Providing that subscriptions equaling or exceeding Agreement and (ii) written acceptance on the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, Closing Date by the Company may elect at any time to close all or any portion of this offeringSubscriber's subscription, on various dates at or prior which shall be confirmed by faxing to the Termination Date Subscriber the signature page to this Agreement that has been executed by the Company (each a “Closing Date”the "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.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock the common shares (singular - the “Security” or plural - the “Securities”), of Kiddie, Equity One Net Invest Inc., a Florida corporation an Oregon company (the “Company”), at a purchase price of $0.10 1.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received read this Subscription Agreement, has received a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 the subscription is rejected, Subscriber’s the payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s the obligations hereunder shall terminate.
d. (d) The aggregate number of Securities sold shall not exceed 2,000,000 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SECMaximum Offering). The Company may accept subscriptions until as specified in the “Regulation A 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 Shares (the Termination Date” as set in the Form C filed with the SEC in relation to this offering). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 1 contract
Subscription. a. The Subject to and in accordance with the terms and conditions of this Subscription Agreement, the undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees offers to purchase Common Stock (singular - ____________ shares of the “Security” or plural - the “Securities”), of Kiddie, Inc., a Florida corporation Company’s restricted common stock (the “CompanyShares”), at ) for a total purchase price of $0.10 per share _____________ (U.S. dollars). The undersigned hereby delivers to the “Per Security Price”)Company the full purchase price for the subscription for the Shares in the form of a check or wire transfer. The undersigned understands and agrees that this Subscription Agreement constitutes the binding obligation of the undersigned to deliver the full purchase price to the Company for the portion of the subscription accepted by the Company. The undersigned will be notified by the Company whether, and to what extent, the undersigned’s subscription has been accepted. The Company reserves the right in its sole discretion to reject all or part of any subscription. If a subscription is not accepted in whole for any other reason, the subscription amount that was not accepted will be returned to the undersigned without interest. The undersigned understands and agrees that this subscription is irrevocable. The subscription period for the Shares will terminate upon the earliest to occur of (a) May 31st, 2022, or such other date as the Company in its sole discretion may select, or (b) receipt and acceptance by the Company of subscriptions for the sale of all the securities offered. The funds from this offering may be utilized by the Company in the manner it sees fit. The Shares are being offered and sold, and this subscription is being made, pursuant to the terms and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber . The common stock comprising the Shares shall not be deemed issued to or owned by the undersigned until the Company has received delivered to the undersigned notice of acceptance of this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
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. The aggregate number of Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - number of Shares set forth on the “Securities”), of Kiddie, Inc., a Florida corporation (signature page hereto at the “Company”), at a purchase price of $0.10 per share (the “Per Security Share Purchase Price”), upon the terms and conditions set forth herein. The rights of aggregate purchase price for the Security are as set forth in Bylaws of Shares with respect to each Investor (the Company and any description of the Securities that appears “Purchase Price”) is payable in the Offering materials is qualified manner provided in its entirety by such documentSection 2(a) below.
b. By executing this Subscription Agreement(b) Investor understands that the Shares are being offered pursuant to the Regulation A Offering Circular dated [*], Subscriber acknowledges that Subscriber has received this Subscription Agreement2022 and its exhibits (collectively, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) as filed with the Securities and Exchange Commission (“SEC”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Shares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date.
c. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forfor 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 sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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 an 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.
(d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieSplash Beverage Group, Inc., a Florida corporation Nevada Corporation (the “Company”), at a purchase price of $0.10 1.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security Common Stock are as set forth in Bylaws the Articles of the Company Incorporation, Nevada Revised Statutes and under and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety by such document.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 1,000,000 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“Oversubscription Offering”). The Company may accept subscriptions until April 30, 2018 (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for 25,000 Securities are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Common Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc.Two Hands Corporation, a Florida Delaware corporation (the “Company”), at a purchase price of $0.10 0.05 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights .
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
c. This Subscription (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 the 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 for the Company shall not exceed 200,000,000 shares (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“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” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieLIFT Aircraft, Inc.Inc, a Florida Delaware corporation (the “Company”), at a purchase price of $0.10 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security Securities are as set forth in Bylaws the Company’s Amended and Restated Certificate of the Company and any description of the Securities that appears in Incorporation, included as an exhibit to the Offering materials is qualified in its entirety by such document.
b. Statement (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 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. (d) The aggregate number value of the Securities to be sold by the Company shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC$3,699,999.33 (including transaction fees). The Company may accept subscriptions until January 1, 2025 (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for $998.92 are received (the “Minimum Offering Target Amount” as set forth in the Form C filed with the SEC”), 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 6 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber as set forth herein and the terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class B Non-Voting Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieArolucha, Inc., a Florida corporation Delaware Corporation (the “Company”), at a purchase price of $0.10 3 per share Class B Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Security Class B Non-Voting Common Stock are as set forth in Bylaws the Amended and Restated Articles of the Company Incorporation of Arolucha, Inc. and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
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. The aggregate number of Securities sold shall not exceed 356,667 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“Maximum Offering”). The Company may accept subscriptions until 3/9/19 or terminate the offering earlier at the Company’s sole discretion (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for 16,667 Securities are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. The undersigned On the terms and subject to the conditions of this Subscription Agreement (“SubscriberSubscription Agreement”), the undersigned investor (“Investor”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - i) the number of shares of $.001 par value common stock (“Security” or plural - the “SecuritiesShares”), ) of KiddieHeavy Earth Resources, Inc., a Florida corporation (the “Company”), at specified on the signature page of this Subscription Agreement (“Subscribed Shares”) for a purchase subscription price of Sixty Cents ($0.10 0.60) per share Share and (ii) Common Stock Purchase Warrants which provide the “Per Security Price”), upon Investor the terms and conditions set forth herein. The rights right to purchase the number of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation Shares equal to this offering twenty five percent (the “Offering Circular”25%) and any other information required by the Subscriber to make an investment decision.
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 forSubscribed Shares at an exercise price of One Dollar and Twenty Five Cents ($1.25) (the “Warrants”). The Company will notify Subscriber whether form of Warrants is attached hereto as Exhibit A. The Subscribed Shares and the Warrants shall be referred to as the “Securities” in this subscription is accepted (whether in whole or in part) or rejectedSubscription Agreement. 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 the maximum quantity of Securities, as set in the Form C filed in relation to this offering In connection with the SEC. The Company may accept subscriptions until purchase of the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SECSecurities, the Company may elect at any time to close all or any portion and the Investor shall enter into a Registration Rights Agreement, which shall provide that the Company shall register the Subscribed Shares and Shares underlying the Warrants within one hundred fifty (150) days of the date of this offeringSubscription Agreement. The Registration Rights Agreement is attached hereto as Exhibit B. The Company is offering up to 3,333,333 Shares at an aggregate purchase price of approximately $2,000,000, on various dates at or prior to $0.60 per Share (the Termination Date (each a “Closing DateOffering”).
e. In . The Offering will only be made to non-U.S. persons pursuant to this Subscription Agreement and to U.S. persons whom the event Company believes are “accredited investors”, as that term is defined in Rule 501 of rejection of this subscription Regulation D, and who have the qualifications necessary to permit the Securities to be offered and sold in its entirety, or in reliance upon an exemption from the event the sale registration and prospectus delivery requirements of the Securities Act of 1933, as amended (or the “Securities Act”) for transactions not involving any portion thereof) is not consummated for any reason, public offering. All non-U.S. persons must subscribe pursuant to this Subscription Agreement Agreement. All U.S. persons must subscribe pursuant to the Rule 506 Subscription Agreement. The Investor shall have no force or effectdeliver to the Company: (1) an executed copy of this Subscription Agreement; (2) an executed copy of the Registration Rights Agreement; and (3) a wire transfer in immediately available U.S. funds for the full amount of the purchase price of the Subscribed Shares for which the Investor is subscribing plus all wire transfer fees.
Appears in 1 contract
Sources: Subscription Agreement (Heavy Earth Resources, Inc.)
Subscription. a. The undersigned On the terms and subject to the conditions hereof, at the Closing (“Subscriber”) as defined below), Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price by or on behalf of Subscriber to the Company, the Warrant (such subscription and issuance, the “Subscription”). Subscriber acknowledges that, subject to the consummation of the Business Combination, the Public Company shall (i) assume the Warrant in accordance with the terms of the Merger Agreement and as a result of such assumption, the Warrant shall be exercisable for shares of Public Company Common Stock and will not be exercisable for shares of Company Common Stock and (singular - ii) issue the “Security” or plural - Subscriber a number of Parent Incentive Warrants (as defined in the “Securities”), Merger Agreement) with respect to a number of Kiddie, Inc., a Florida corporation (shares of Public Company Common Stock equal to the “Company”), Purchase Price divided by $10 times 1/3. Each whole Parent Incentive Warrant shall be exercisable for one share of Public Common Stock at a purchase price of $0.10 11.50 per share (and shall have substantially similar terms to the “Per Security Price”), upon the terms and conditions set forth herein. The rights warrants included as part of the Security are as set forth Public Company’s units issued in Bylaws its IPO. No fractional Parent Incentive Warrants will be issued, and the Public Company will round the number of Public Incentive Warrants to be issued to the Subscriber down to the nearest whole number. Subscriber acknowledges and agrees that the Company and reserves the right to accept or reject the Subscriber’s Subscription for any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreementreason or for no reason, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined)its acceptance, 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, which 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 done so 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 terminatecounterpart form.
d. The aggregate number of Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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.
Appears in 1 contract
Sources: Warrant Subscription Agreement (RedBall Acquisition Corp.)
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieACME AtronOmatic, Inc., a Florida Delaware corporation (the “Company”), at a purchase price of $0.10 3.75 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $498.75. The rights of the Security Common Stock are as set forth in Bylaws the Company’s Certificate of the Company Incorporation and any description Certificate of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription AgreementAmendment thereto, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of which are filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in relation this offering, will assess a processing fee of 3% 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 this an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.
c. This Subscription (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
d. (e) The aggregate number of Securities sold shall not exceed the maximum quantity of Securities5,333,333 shares, with an additional 1,973,334 that may be issued as Bonus Shares, as set defined in the Form C filed in relation to this offering with Offering Circular (the SEC“Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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. (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the 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. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieGME Innotainment, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 0.002 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights .
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
c. This Subscription (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 1,500,000,000 shares (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“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” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieTreasure & Shipwreck Recovery, Inc., a Florida Nevada corporation (the “Company”), at a purchase price of Three Cents ($0.10 .03) per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights .
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
c. This Subscription (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 for the Company shall not exceed Fifty Million (50,000,000) shares (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“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” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 1 contract
Sources: Subscription Agreement (Treasure & Shipwreck Recovery, Inc.)
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc.Cytonics Corporation, a Florida corporation Corporation (the “Company”), at a purchase price of $0.10 3.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The rights of the Security Common Stock are as set forth in Bylaws Articles of the Company Incorporation, as amended and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of filed as Exhibit 2.1 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 relation this offering, will assess a processing fee of 3.50% 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 this an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. 024-12533), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.
c. This Subscription (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
d. (e) The aggregate number of Securities sold shall not exceed 6,666,667 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for 167 Securities are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or offering for such subscriptions submitted prior to the Termination Date on various dates (each a “Closing Date”).
e. (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the 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. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares of common stock, $0.001 par value per share (singular - the “Security” or plural - the “Securities”), of Kiddie, RYSE Aero Holdco Inc., a Florida Delaware corporation (the “Company”), at a purchase price of $0.10 7.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Security Securities are as set forth in Bylaws the Company’s Articles of the Company Incorporation and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety by such document.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 $5,000,000 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“Oversubscription Offering”). The Company may accept subscriptions until April 30, 2024 (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for 3,572 Securities are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieThrive Testing and Biosafety, Inc., a Florida corporation Delaware Corporation (the “Company”), at a purchase price of $0.10 0.40 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security Common Stock are as set forth in Bylaws the Articles of the Company Incorporation, The Delaware Code and under and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety by such document.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 12,500,000 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“Oversubscription Offering”). The Company may accept subscriptions until July 26, 2022 (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for 25,000 Securities are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class B Common Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc.Aptera Motors Corp., a Florida Delaware corporation (the “Company”), at a purchase price of $0.10 10.50 per share Class B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security Class B Common Stock are as set forth in Bylaws the Company’s Restated Certificate of the Company Incorporation and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety by such document.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 with respect to such rejected amounts hereunder shall terminate.
d. (d) The aggregate number of Securities sold shall not exceed 476,190 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“Oversubscription Offering”). The Company may accept subscriptions until June 30, 2024 (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for 2,381 Securities are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieLegion M Entertainment, Inc., a Florida corporation Delaware C Corporation (the “Company”), at a purchase price of $0.10 1.65 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $39.60. The rights of the Security Class A Common Stock are as set forth in Bylaws its Certificate of Incorporation, as amended, as filed as an Exhibit to the Offering Statement of the Company and any description 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 that appears in are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) including exhibits thereto and any other information required by the Subscriber to make an investment decision.
c. This Subscription (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
d. (e) The aggregate number of Securities sold shall not exceed 16,735,729 shares of Class A Common Stock, including 4,242,424 Bonus Shares and 372,093 Promotional Shares (the maximum quantity of Securities, as set in “Maximum Offering”). There is no minimum required offering amount and the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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. (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Legion M Entertainment, Inc.)
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock Preferred Shares (singular - the “Security” or plural - the “Securities”), of KiddieStartEngine Crowdfunding, Inc., a Florida Delaware corporation (the “Company”), at a purchase price of $0.10 7.50 per share (the “Per Security Price”)) in a minimum investment amount of $10,000, upon the terms and conditions set forth herein. The rights and preferences of the Security Securities are as set forth in Bylaws the Company’s Third Amended and Restated Certificate of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such documentIncorporation.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering Private Placement Agreement dated November 5, 2018 (the “Offering CircularPPM”) ), the offering materials posted on or linked from the Platform and any other information required by the Subscriber to make an investment decision.
c. (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 1,333,333 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“Maximum Offering”). The Company may accept subscriptions until November 1, 2019, unless otherwise extended by the Company in its sole discretion (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that any subscriptions equaling or exceeding for any Securities are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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 be acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. The undersigned If the current shareholders, or other third parties with preemptive rights, do not subscribe for all of the shares issued as part of the Capital Increase, and if such shares remain (“Subscriber”as determined by the Issuer) hereby irrevocably subscribes unsubscribed and unpaid for and agrees to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 per share (the “Per Security PriceRemaining Shares”), upon the expiration of all legal time periods and requirements and the satisfaction of all of the terms and conditions set forth herein. The rights of for the Security are as set forth in Bylaws of the Company and any description of the Securities that appears Capital Increase in the Offering materials is qualified Issuer’s by-laws and the general shareholders’ meeting approving the Capital Increase, the Issuer undertakes to offer to the Investors, and the Investors shall subscribe for, the Remaining Shares at the Subscription Price, in an amount of up to Ps. 2,000,000,000. In any case, Inversora hereby makes a firm commitment to subscribe for up to such amount of Remaining Shares, and will either acquire them for its entirety by such document.
b. By executing this own account or for the account of third parties, at the Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering Price described herein (the “Offering CircularFirm Commitment”) and any other information required by the Subscriber to make an investment decision.
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 For purposes of determining the number of Securities Subscriber has Remaining Shares that the Investors are obligated to subscribe for pursuant to the preceding paragraph, the number of common shares subscribed forfor by Investors based on their preemptive rights (which shall be proven to the Issuer), shall be subtracted from the Firm Commitment and shall, therefore, be excluded. 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 Issuer shall not exceed publicly offer the maximum quantity Remaining Shares for subscription in Mexico if the provisions of Securitiesthe Mexican Stock Exchange Law and any regulations thereunder have not been fulfilled. Inversora shall not, as set under any circumstances, offer any of the Remaining Shares (x) outside of Mexico; (y) to any broker, whether through a syndication or not, that has not expressly provided in writing that it shall not offer or sell such Remaining Shares outside of Mexico; or (z) to any person that it believes has the intention of offering or selling, either directly or indirectly, the Remaining Shares outside of Mexico unless such offer or sale is made pursuant to Regulation “S” of the U.S. Securities and Exchange Commission, or any other applicable regulation of which it is aware. The Issuer shall be responsible for structuring the Capital Increase and the preemptive rights offering associated with the Capital Increase such that each is exempted from the registration requirements that would otherwise be applicable under the laws of the United States America. The Issuer shall obtain a legal opinion from United States counsel to this effect. Furthermore, the Issuer shall not contact, or attempt to contact, in any manner, any investor in the Form C filed United States of America in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the Company may elect at any time to close all or any portion of this offering, on various dates at or prior regards to the Termination Date (each a “Closing Date”)Capital Increase.
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.
Appears in 1 contract
Sources: Cooperation Agreement for the Subscription of Shares (Desc S a De C V)
Subscription. a. The undersigned the Offering.
(“Subscriber”a) By your signature hereto, you hereby irrevocably subscribes for and agrees subscribe to purchase $250,000 principal amount 18% convertible promissory notes. Cumulative semi-annual dividends are payable on each Note at the rate of 18% per annum. Each Note is convertible into shares (the "Conversion Shares") of the Company's Common Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 .001 par value per share (the “Per Security Price”)"Common Stock") at a conversion rate equal to $.75 per share, upon subject to adjustment to prevent dilution, at any time after 120 days from the date of the Note, or sooner with the consent of the Company, and until payment in full of the Note. The Notes are secured by all of the shares of the Company's Common stock of Rattlesnake Ventures, Inc., Rattlesnake-Danbury, Inc., Rattlesnake-Lynbrook, Inc. and Rattlesnake-Flemington, Inc., the Company's wholly owned subsidiaries, subject to the terms and conditions set forth hereinof a certain security agreement (the "Security Agreement"). The rights Notes are part of an offering (the Security are as set forth in Bylaws "Offering") of up to $500,000 principal amount of Notes. The private offering is being made on a best efforts basis with no minimum. The Company reserves the Company and any description of the Securities that appears in right to close on the Offering materials is qualified in its entirety by such documentfor a lesser total amount.
b. By executing (b) Subscription payments should be made payable to "The Rattlesnake Holding Company, Inc." and should be delivered, together with two executed copies of this Subscription AgreementAgreement to The Rattlesnake Holding Company, Subscriber acknowledges that Subscriber has Inc., Attention: Davi▇ ▇▇▇▇▇▇▇▇▇, ▇▇esident. In the event the subscription is not accepted in whole or in part by the Company, the full or ratable amount, as the case may be, of any subscription payment received this Subscription Agreement, a copy will be promptly refunded to the subscriber without deduction therefrom or interest thereon.
(c) This subscription is subject to the terms and conditions of the Offering Statement of which are described in this Agreement, and the Company filed with exhibits annexed hereto, as same may be amended or supplemented.
(d) In the SEC in relation to event this offering (the “Offering Circular”) and any other information required subscription is accepted by the Subscriber to make an investment decision.
c. This Subscription may be accepted or rejected Company, in whole or in part, at any time prior and subject to a Closing Date (as hereinafter defined)the conditions set forth in Section 2 of this Agreement, by the Company at its sole discretionshall deliver to you, the Note, dated the date of closing of the Offering, and a fully executed copy of this Agreement and the Security Agreement.
(f) The Company may engage an agent to introduce the Company to persons who may be interested in providing short term financing for the Company and to advise the Company in connection with the structure, terms and conditions thereof. In additionconsideration for such services, the Company, at its sole discretion, Company may allocate pay a fee of up to Subscriber only a portion 10% of the number aggregate gross proceeds from the sale of Securities Subscriber has subscribed forthe Notes and/or issue securities as compensation to such agents. No agent prepared any of the information to be delivered to prospective investors in connection with the Offering. Prospective investors are advised to conduct their own review of the business, properties and affairs of the Company before subscribing to purchase Notes.
(g) The Company will notify Subscriber whether has the right to accept or reject this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s Unless this subscription is rejected, Subscriber’s payment (accepted in whole 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 in part or rejected by the maximum quantity of Securities, as set in Company within 30 days from the Form C filed in relation to this offering with receipt hereof by the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SECCompany, 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”)subscription shall be deemed rejected in whole.
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.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Class C Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc.IVALT Incorporated, a Florida Delaware corporation (the “Company”), at a purchase price of $0.10 0.50 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security Class C Common Stock are as set forth in Bylaws the Certificate of the Company Incorporation and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety by such document.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 10,000,000 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“Oversubscription Offering”). The Company may accept subscriptions until May 15, 2024 (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for 3,600 Securities are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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. (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.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Class AAA Common Stock Stock, $0.0001 par value per share (singular - the “Security” or plural - the “Securities”), of KiddieMode Mobile, Inc., a Florida Delaware corporation (the “Company”), at a purchase price of $0.10 0.16 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security Class AAA Common Stock are as set forth in Bylaws the Company’s Amended and Restated Certificate of the Company and any description of the Securities that Incorporation, as amended, which appears in as an exhibit to the Offering materials is qualified in its entirety by such documentMemorandum associated with this offering (the “Offering Memorandum”).
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) Memorandum, and any other information required by the Subscriber to make an investment decision.
c. (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 or ODB 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 6,250,000 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“Maximum Offering”). The Company may accept subscriptions until the offering is terminated by the Company in its sole discretion (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the The Company may elect at any time to close all or any portion of committed investments in this offering up to 6,250,000 of Securities in 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.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. The undersigned (“Subscriber”a) hereby irrevocably subscribes for and Investor agrees to purchase Common Stock buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of Ordinary Shares (singular - the “Security” or plural - the “SecuritiesShares”), free of Kiddierestrictive legend and stop transfer orders, Inc.as are set forth on the signature page hereto, a Florida corporation for the purchase price set forth on the signature page hereto (the “Company”), at a purchase price of $0.10 per share (the “Per Security Purchase Price”), upon which shall be paid through the terms and conditions set forth herein. The rights cancellation of the Security are as set forth in Bylaws of trade payables owed by the Company and any description of to the Securities that appears Investor in the Offering materials is qualified in its entirety by such documentamount.
b. By executing this Subscription Agreement(b) The Shares have been registered pursuant to a Registration Statement on Form F-3, Subscriber acknowledges that Subscriber has received this Subscription AgreementRegistration No. 333-232229, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering which registration statement (the “Offering CircularRegistration Statement”) was declared effective by the Securities and any other information Exchange Commission on July 1, 2019, and is effective on the date hereof. A final prospectus supplement (the “Prospectus Supplement”) will be delivered as required by the Subscriber to make an investment decisionlaw.
c. This (c) The Company may accept this Subscription may be accepted at any time for all or rejected any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Shares, in whole or in part, part for any reason and at any time prior to a the Closing Date (as hereinafter defined)defined below) thereon, notwithstanding prior receipt by the Company at its sole discretionInvestor of notice of acceptance of the Investor’s subscription. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of event 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 SubscriberInvestor’s subscription is rejected, Subscriberthis Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company and the Closing with respect to the Investor’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminatesubscription has occurred.
d. The aggregate number (d) Provided the Company has filed the Prospectus Supplement to the Registration Statement pursuant to Rule 424(b) with respect to the offer and sale of Securities sold shall not exceed the maximum quantity Shares, the closing of Securities, as set in Investor’s purchase of the Form C filed in relation Shares pursuant to this offering with the SEC. The Company may accept subscriptions until Subscription (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the Company may elect at any time to close all or any portion of this offering, Closing”) shall occur on various dates at or prior to the Termination Date second business day after the date of this Subscription (each a the date of the Closing, the “Closing Date”).
e. In . Upon the event Closing, the Company shall cause the Shares to be delivered to the Investor, which delivery shall be made through the facilities of rejection of this subscription The Depository Trust Company’s DWAC system in its entiretyaccordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions” or otherwise provided in writing by the Investor, or and the trade payables to be cancelled in the event the sale payment of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement Purchase Price shall have no force or effectbe deemed cancelled without further action.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieHimalaya Technologies, Inc., a Florida Nevada corporation (the “Company”), at a purchase price of Four Tenths of One Cent ($0.10 .004) per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights .
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
c. This Subscription (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 for the Company shall not exceed Seven Hundred Fifty Million (750,000,000) shares (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“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” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 1 contract
Sources: Subscription Agreement (Himalaya Technologies, Inc)
Subscription. a. The undersigned (“Subscriber”a) Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock certain of the Company’s Preferred Units (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 4.93 per share (the “Per Security Price”)unit, upon the terms and conditions set forth herein. The rights and preferences of the Security are Securities will be as set forth in Bylaws the Company’s latest Articles of Incorporation to be filed with the Company State of Texas, and any description of the Securities that appears in the Offering offering materials is qualified in its entirety by such document.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that the Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) Agreement and any other information or document required by the Subscriber to make an investment decision.
c. (c) This Subscription subscription may be accepted or rejected in whole or in part, at any time prior to a the Company counter-signing this Subscription Agreement and receiving Subscriber’s payment (the “Closing Date (as hereinafter definedDate”), 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 purchase price for the Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering be paid simultaneously with the SECexecution and delivery to the Company of the signature page of this Subscription Agreement, which signature and delivery may take place through digital online means. The Company may accept subscriptions until Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities in accordance with the online payment process established by Wefunder (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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 DateIntermediary”).
e. In (e) Payment for the event Securities shall be received in accordance with Intermediary’s payment processing instructions. Upon any Closing Date, the Intermediary’s escrow agent shall release such funds to the Company. The undersigned shall receive notice and evidence of rejection the digital entry of this subscription in its entirety, or in the event the sale number of the Securities (or any portion thereof) is not consummated for any reasonowned by undersigned reflected on the books and records of the Company and verified by the transfer agent engaged by the Company, this Subscription Agreement which books and records shall have no force or effectbear a notation that the Securities were sold.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - number of Shares set forth on the “Securities”), of Kiddie, Inc., a Florida corporation (the “Company”), signature page hereto at a purchase price of Eight Dollars ($0.10 8.00) per such share (the “Per Security Share Purchase 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 aggregate purchase price for the Security Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.
(b) Investor understands that the Shares are being offered pursuant to the Offering Circular dated March 9, 2017 and its exhibits, as set forth in Bylaws of the Company and any description of filed with the Securities that appears in and Exchange Commission (the “SEC”) and as qualified by the SEC on March 17, 2017 (collectively, the “Offering materials is qualified in its entirety by such document.
b. Circular”). By executing this Subscription Agreementsubscribing to the Offering, Subscriber the Investor acknowledges that Subscriber Investor has received this Subscription Agreement, and reviewed a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) Circular and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Shares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis.” This means not all investors will receive their Shares on the same date.
c. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forfor 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 sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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 an 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.
(d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - number of Shares set forth on the “Securities”), of Kiddie, Inc., a Florida corporation (signature page hereto at the “Company”), at a purchase price of $0.10 per share (the “Per Security Share Purchase Price”), upon the terms and conditions set forth herein. The rights of aggregate purchase price for the Security are as set forth in Bylaws of Shares with respect to each Investor (the Company and any description of the Securities that appears “Purchase Price”) is payable in the Offering materials is qualified in its entirety by such documentmanner provided below.
b. (b) Investor understands that the Shares are being offered pursuant to the Registration Statement. The By executing this Subscription Agreementsubscribing to the Offering, Subscriber the Investor acknowledges that Subscriber Investor has received this Subscription Agreement, and reviewed a copy of the Offering Statement Registration Statement. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Company filed with Registration Statement. As a result, not all investors will receive their Shares on the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decisionsame date.
c. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forfor 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 sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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 an 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 full force and effect.
(d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Nonvoting Common Stock Stock, par value $0.0001 (singular - the “Security” or plural - the “Securities”), of KiddieCalTier, Inc., a Florida Delaware corporation (the “Company”), at a purchase price of $0.10 6.50 per share of Nonvoting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security Nonvoting Common Stock are as set forth in Bylaws the Company’s Certificate of the Company Incorporation and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety by such document.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until 100,000 (the “Termination Date” as set in the Form C filed with the SEC in relation to this offeringOversubscription Offering”). Providing that subscriptions equaling or exceeding for 100 Securities are received by June 30, 2023 (the “Minimum Offering Amount” as set forth in the Form C filed with the SECTarget 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 termination of the offering (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.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees
2.1 Subject to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of this Agreement, the Security are as set forth in Bylaws of Subscriber shall subscribe for, and the Company shall allot and any description of issue to the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
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 additionSubscriber, the Company, Subscription Warrants at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed forWarrant Purchase Price. The Company will notify the Initial Warrants Subscriber whether this subscription is accepted no later than seven (whether in whole or in part7) or rejected. If Business Days before Completion of the final number of Subscription Warrants to be subscribed by the Initial Warrants 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. 2.2 The aggregate number of Securities sold Shares which may be allotted and issued to the holder(s) of the Warrants upon full exercise of the subscription rights attached to the Warrants shall not exceed be 1,150,000,000 Shares (the maximum quantity “Warrant Shares”) at the initial subscription price of Securities, HK$12.31 per Warrant Share as set out in and subject to the Conditions.
2.3 Every holder of Warrants will be entitled to a Warrant certificate in the Form C filed form or substantially in relation to this offering the form of that shown in the Warrant Instrument.
2.4 The Company shall comply with the SEC. The provisions of the Warrant Instrument in all respects and the Warrants shall be held subject to such provisions and Conditions which shall be binding upon the Company may accept subscriptions until and the “Termination Date” as set in holders of Warrants and all persons claiming through or under them respectively.
2.5 Without prejudice to the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SECgenerality of Clause 2.4, the Company may elect at shall upon exercise of the subscription rights attaching to the Warrants, issue and allot the appropriate number of Warrant Shares in the form of the Warrant Instrument and in accordance with the Conditions.
2.6 The Warrants shall be in registered form, and for this purpose, the Company shall maintain a register of warrant holders in such place as the Company considers appropriate.
2.7 Title to the Warrants passes only by transfer and registration in the register of warrant holders of the Company. The holder of any time to close Warrant will (except as otherwise required by law) be treated as its absolute owner for all purposes (regardless of any notice of ownership, trust or any portion of this offering, on various dates at interest in it or prior to the Termination Date (each a “Closing Date”).
e. In the event of rejection of this subscription in its entiretyany writing on, or the theft or loss of, the certificate issued in respect of it (other than the event endorsed form of transfer)) and no person will be liable for so treating the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effectholder.
Appears in 1 contract
Sources: Warrants Subscription Agreement
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieBrewBilt Manufacturing, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 0.00075 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights .
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
c. This Subscription (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 20,000,000,000 shares (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“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” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 1 contract
Sources: Subscription Agreement (BrewBilt Manufacturing Inc.)
Subscription. a. The undersigned (“Subscriber”a) hereby irrevocably subscribes for and Subject to the consummation of the Underwritten Offerings, Investor agrees to purchase Common Stock (singular - buy and, subject to acceptance as provided below, the “Security” or plural - the “Securities”)Company agrees to sell and issue to Investor, such number of Kiddie, Inc., a Florida corporation shares (the “Shares”) of the Company”)’s common stock, at a purchase price of $0.10 0.01 par value per share (the “Per Security Common Stock”), as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), upon the terms and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement(b) The Shares have been registered pursuant to a Registration Statement on Form S-3, Subscriber acknowledges that Subscriber has received this Subscription AgreementRegistration No. 333-156571, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering which registration statement (the “Offering CircularRegistration Statement”) has been declared effective by the Securities and any other information Exchange Commission and is effective on the date hereof. A final prospectus supplement will be delivered as required by the Subscriber to make an investment decisionlaw.
c. This (c) The Company may accept this Subscription may be accepted at any time for all or rejected any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Common Stock, in whole or in part, part for any reason and at any time prior to a the Closing Date (as hereinafter defined)defined below) thereon, notwithstanding prior receipt by the Company at its sole discretionInvestor of notice of acceptance of the Investor’s subscription. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of event 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 SubscriberInvestor’s subscription is rejected, Subscriberthe Investor’s payment (or portion thereof if partially rejected) will be returned promptly to Subscriber the Investor without interest or deduction and all of Subscriber’s obligations hereunder shall terminate.
d. The aggregate number of Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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 will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company and the Closing with respect to the Investor’s subscription has occurred.
(d) Provided that the full Purchase Price and a completed and manually executed copy of this Subscription have been tendered and not returned in accordance with Section 2, the closing of Investor’s purchase of the Shares shall occur concurrently with the consummation of the Underwritten Offerings (the “Closing”). Promptly thereafter, the Company shall cause the Shares to be delivered to the Investor, which delivery shall be made by delivery of physical certificates to Investor, or if so designated, through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions.”
Appears in 1 contract
Subscription. a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc.of: CONSUMER COOPERATIVE GROUP INC, a Florida corporation cooperative (the “Company”), at a purchase price of $0.10 0.01 per share security (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company (Governing Document) and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety by such document.
b. By ▇▇ executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
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. The aggregate number of Securities sold shall not exceed the maximum quantity Maximum Number of SecuritiesUnits, as set in the Form C filed in relation to this offering with the SECSEC (the “Oversubscription Offering”). The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering AmountOffering” as set forth in the Form C filed with the SEC, 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.
(a) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Consumer Cooperative Group Inc)
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieACME AtronOmatic, Inc., a Florida Delaware corporation (the “Company”), at a purchase price of $0.10 3.75 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $498.75. The rights of the Security Common Stock are as set forth in Bylaws the Company’s Certificate of the Company Incorporation and any description Certificate of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription AgreementAmendment thereto, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of which are filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in relation 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 this an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.
c. This Subscription (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
d. (e) The aggregate number of Securities sold shall not exceed the maximum quantity of Securities5,333,333 shares, with an additional 1,973,334 that may be issued as Bonus Shares, as set defined in the Form C filed in relation to this offering with Offering Circular (the SEC“Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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. (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the 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. 5.1 On the terms of and subject to the conditions of this Agreement and relying on the warranties, covenants, indemnities and undertakings contained herein the Subscribers (or, in the case of Mr Baker at Mr Baker's discr▇▇▇▇▇ ▇▇cuse▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇rtnership Limited ("FHP") or, in the case of any Subscriber which is an investment manager any fund managed by such Subscriber) will subscribe in full in cash for such number of the Subscription Shares as are set opposite their names in the third column of Schedule 2 at the Subscription Price ("Subscription Cash") which price the Subscribers will procure to be paid or pay on or by Admission.
5.2 The undersigned Subscription Shares will be subscribed free from all liens charges and encumbrances of any nature whatsoever.
5.3 The Directors undertake with the Subscribers that they will on or before 7.30 am on the date of Admission allot the Subscription Shares at the Subscription Price to the Subscribers, or to such nominees as they may direct or also, in the case of Mr Baker to FHP or also in the ▇▇▇▇ of any Subscriber which is an investment manager any fund managed by such Subscriber, conditionally only on satisfaction of the condition in Clause 2.1.11 on terms that, upon such allotment becoming unconditional, such shares shall be fully paid and shall rank pari passu in all respects with and be identical to the Ordinary Shares in issue including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. Forthwith after such allotment the Company shall provide the Subscribers and Dresdner Kleinwort Benson with certified copies of th▇ Board resolution allotting the Subscription Shares.
5.4 Each Subscriber severally warrants and undertakes to the Company that the Subscription Cash due from him is, upon this Agreement coming into effect, held by N.M. Rothschild & Sons Limited solely for the purpose of paying the Subscription Cash pursuant to the terms of this Agreement, subject only to this Agreement becoming unconditional and not being terminated.
5.5 The Directors undertake that, subject to the passing of all of the Resolutions, prior to Admission a board meeting of the Company shall be held at which, conditional upon Admission:
5.5.1 the FHP Consultancy Agreement, the Option Agreement and the Service Agreement shall be executed and entered into by the Company;
5.5.2 Mr Baker shall be appointed a dir▇▇▇▇▇ ▇▇ the Company and shall be appointed Executive Chairman;
5.5.3 Mr L Rice shall resign as a director of the Company;
5.5.4 the Subscription Shares and the Placing Shares shall be allotted and issued in accordance with the terms of this Agreement and the Placing Agreement (“Subscriber”) hereby irrevocably subscribes for respectively); and
5.5.5 the Unapproved Option Scheme shall be adopted by the Company.
5.6 Each US Subscriber acknowledges and agrees to purchase Common Stock (singular - that the “Security” or plural - Subscription Shares have not been registered under the “Securities”), United States Securities Act of Kiddie, Inc., a Florida corporation 1933 (the “Company”), at a purchase price "1933 Act") or the securities laws of $0.10 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights any state of the Security United States, and are being offered and sold to the US Subscribers pursuant to an exemption from registration contained in Regulation D under the 1933 Act and applicable state law (and not pursuant to Regulation S under the 1933 Act). Consequently, the Subscription Shares to be issued to the US Subscribers shall be "restricted shares" as that term is defined in Rule 144 under the 1933 Act, and each US Subscriber understands and agrees that the Subscription Shares to be issued to the US Subscribers cannot be offered, sold, delivered, transferred or otherwise disposed of except pursuant to a registration statement under the 1933 Act and applicable state law or in accordance with an opinion of counsel acceptable to the Company that said transaction is exempt from registration under the 1933 Act and applicable state law. Each share certificate (including any successor share certificate) shall bear a legend as set forth in Bylaws below: Form of Legend These shares have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state of the Company United States. Consequently, these shares cannot be offered, sold, delivered, transferred or otherwise disposed of except pursuant to a registration statement under the 1933 Act and any description applicable state law or in accordance with an opinion of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of counsel acceptable to the Company filed with that said transaction is exempt from registration under the SEC in relation to this offering (the “Offering Circular”) 1933 Act and any other information required by the Subscriber to make an investment decision.
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 forapplicable state law. 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 be required to register any purported sale, delivery, transfer, or other disposition that is contrary to the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the Company may elect at any time to close all or any portion terms of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)legend.
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.
Appears in 1 contract
Sources: Subscription Agreement (Huntingdon Life Sciences Group PLC)
Subscription. a. The undersigned (“Subscriber”a) Subscriber hereby irrevocably subscribes for and agrees to purchase Common certain of the Company’s Series Seed Preferred Stock (singular - the “Security” or plural - the “Securities”), of Kiddie, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 0.3524 per share (the “Per Security Price”)share, upon the terms and conditions set forth herein. The rights and preferences of the Security are Securities will be as set forth in Bylaws the Company’s Amended and Restated Articles of Incorporation to be filed with the Company State of Colorado, and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety by such document.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (c) This Subscription subscription may be accepted or rejected in whole or in part, at any time prior to a the Company counter-signing this Subscription Agreement and receiving Subscriber’s payment (the “Closing Date (as hereinafter definedDate”), 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 purchase price for the Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering be paid simultaneously with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation execution and delivery to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the Company may elect at any time to close all or any portion of the signature page of this offeringSubscription Agreement, on various dates at or prior to the Termination Date (each which signature and delivery may take place through digital online means. Subscriber shall deliver a “Closing Date”).
e. In the event of rejection signed copy of this subscription in its entiretySubscription Agreement, or in along with payment for the event the sale aggregate purchase price of the Securities in accordance with the online payment process established by the Intermediary.
(or e) Payment for the Securities shall be received in accordance with Intermediary’s payment processing instructions. Upon any portion thereof) is not consummated for any reasonClosing Date, this Subscription Agreement the intermediary’s escrow agent shall have no force or effectrelease such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by the transfer agent engaged by the company, which books and records shall bear a notation that the Securities were sold in reliance upon Regulation CF.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieWhooshh Innovations, Inc., a Florida Delaware corporation (the “Company”), at a purchase price of $0.10 3.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security Common Stock are as set forth in Bylaws the Certificate of the Company Incorporation and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety by such document.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 amount of Securities sold shall not exceed the maximum quantity of Securities, as set $[X]4,000,000 in accordance with the Form C filed in relation to this offering with (the SEC“Oversubscription Offering”). The Company may accept subscriptions until April 30, 2024 (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for $[X]10,000 of Securities are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. The undersigned (“Subscriber”a) hereby irrevocably subscribes for and Investor agrees to purchase Common Stock buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of Ordinary Shares (singular - the “Security” or plural - the “SecuritiesShares”), free of Kiddierestrictive legend and stop transfer orders, Inc.as are set forth on the signature page hereto, a Florida corporation for the purchase price set forth on the signature page hereto (the “Company”), at a purchase price of $0.10 per share (the “Per Security Purchase Price”), upon which shall be paid through the terms and conditions set forth herein. The rights prepayment of stock purchases or the Security are as set forth in Bylaws cancellation of trade payables owed by the Company and any description of to the Securities that appears Investor in the Offering materials is qualified in its entirety by such documentamount.
b. By executing this Subscription Agreement(b) The Shares have been registered pursuant to a Registration Statement on Form F-3, Subscriber acknowledges that Subscriber has received this Subscription AgreementRegistration No. 333-232229, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering which registration statement (the “Offering CircularRegistration Statement”) was declared effective by the Securities and any other information Exchange Commission on July 1, 2019, and is effective on the date hereof. A final prospectus supplement (the “Prospectus Supplement”) will be delivered as required by the Subscriber to make an investment decisionlaw.
c. This (c) The Company may accept this Subscription may be accepted at any time for all or rejected any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Shares, in whole or in part, part for any reason and at any time prior to a the Closing Date (as hereinafter defined)defined below) thereon, notwithstanding prior receipt by the Company at its sole discretionInvestor of notice of acceptance of the Investor’s subscription. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of event 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 SubscriberInvestor’s subscription is rejected, Subscriberthis Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company and the Closing with respect to the Investor’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminatesubscription has occurred.
d. The aggregate number (d) Provided the Company has filed the Prospectus Supplement to the Registration Statement pursuant to Rule 424(b) with respect to the offer and sale of Securities sold shall not exceed the maximum quantity Shares, the closing of Securities, as set in Investor’s purchase of the Form C filed in relation Shares pursuant to this offering with the SEC. The Company may accept subscriptions until Subscription (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the Company may elect at any time to close all or any portion of this offering, Closing”) shall occur on various dates at or prior to the Termination Date second business day after the date of this Subscription (each a the date of the Closing, the “Closing Date”).
e. In . Upon the event Closing, the Company shall cause the Shares to be delivered to the Investor, which delivery shall be made through the facilities of rejection of this subscription The Depository Trust Company’s DWAC system in its entiretyaccordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions” or otherwise provided in writing by the Investor, or and the trade payables to be cancelled in the event the sale payment of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement Purchase Price shall have no force or effectbe deemed cancelled without further action.
Appears in 1 contract
Subscription. a. The Subject to and in accordance with the terms and conditions of this Subscription Agreement, the undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees offers to purchase Common Stock (singular - shares of the “Security” or plural - the “Securities”), of Kiddie, Inc., a Florida corporation Company’s restricted common stock (the “CompanyShares”), at ) for a total purchase price of $0.10 per share $ (U.S. dollars). The undersigned hereby delivers to the “Per Security Price”)Company the full purchase price for the subscription for the Shares in the form of a check or wire transfer. The undersigned understands and agrees that this Subscription Agreement constitutes the binding obligation of the undersigned to deliver the full purchase price to the Company for the portion of the subscription accepted by the Company. The undersigned will be notified by the Company whether, and to what extent, the undersigned’s subscription has been accepted. The Company reserves the right in its sole discretion to reject all or part of any subscription. If a subscription is not accepted in whole for any other reason, the subscription amount that was not accepted will be returned to the undersigned without interest. The undersigned understands and agrees that this subscription is irrevocable. The subscription period for the Shares will terminate upon the earliest to occur of (a) May 31, 2022, or such other date as the Company in its sole discretion may select, or (b) receipt and acceptance by the Company of subscriptions for the sale of all the securities offered. The funds from this offering may be utilized by the Company in the manner it sees fit. The Shares are being offered and sold, and this subscription is being made, pursuant to the terms and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber . The common stock comprising the Shares shall not be deemed issued to or owned by the undersigned until the Company has received delivered to the undersigned notice of acceptance of this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
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. The aggregate number of Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Series A Preferred Stock (singular - the “Security” or plural - the “Securities”), of KiddieKGEM Golf, Inc., Inc. a Florida corporation Delaware Corporation (the “Company”), at a purchase price of $0.10 indicated on the signature page per share of Series A Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Security Series A Preferred Stock are as set forth in Bylaws the Amended and Restated Certificate of Incorporation, the Company Certificate of Designations and any description of the Securities that appears in the Offering materials is qualified in its entirety by such documentbylaws.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of PPM posted on the Company filed with the SEC in relation to this offering (the “Offering Circular”) platform and any other information required by the Subscriber to make an investment decision.
c. (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 30,000,000 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“Maximum Offering”). The Company may accept subscriptions until June 30, 2020, unless otherwise extended by the Company in its sole discretion (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the There is no minimum offering amount required. 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.
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 (singular - the “Security” or plural - the “Securities”), of KiddieAqua Quest International, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 1.50 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights .
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
c. This Subscription (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 for the Company shall not exceed 2,000,000 shares (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“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” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 1 contract
Sources: Subscription Agreement (Aqua Quest International, Inc.)
Subscription. a. The Subject to the terms of this Agreement and the Form C (including the accompanying Offering Statement and the other documents included as exhibits to the Form C), the undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock the number of Subscribable Shares equal to the quotient of the undersigned's subscription (singular - commitment) amount as indicated through the “Security” or plural - Portal's platform divided by the “Securities”per share Purchase Price and shall pay the aggregate Purchase Price in the manner specified in the Form C (including the accompanying Offering Statement and the other documents included as exhibits to the Form C) and as per the directions of the Portal through the Portal's website. Such subscription shall be deemed to be accepted by the Company only when this Agreement is countersigned on the Company's behalf. No investor may subscribe for any Subscribable Share(s) in the Offering, nor will any investor be eligible for any Bonus Share(s) in the Offering, after the Offering campaign deadline as specified in the Form C and the accompanying Offering Statement and on the Portal's website (the "Offering Deadline"), or any earlier termination of Kiddie, Inc., a Florida corporation (the “Company”)Offering. It is understood and agreed that the Company shall have the sole right, at a purchase price of $0.10 per share (the “Per Security Price”)its complete discretion, upon the terms and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing to accept or reject this Subscription Agreementsubscription, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. This Subscription may be accepted or rejected in whole or in part, at for any time prior reason and that the same shall be deemed to a Closing Date (as hereinafter defined), be accepted by the Company at its sole discretion. In addition, only when this Agreement is countersigned on the Company's behalf. Subscriptions need not be accepted in the order received, at its sole discretion, and the Subscribable Shares may allocate to Subscriber only a portion of be allocated among subscribers. If 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 the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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 rejected 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 thereafter have no force or effecteffect and the Company shall return any previously paid subscription price of the Shares, without interest thereon, to the undersigned. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any of the Shares to any person who is a resident of a jurisdiction in which the issuance of such Shares would constitute a violation of the securities laws of such jurisdiction.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. The undersigned (“Subscriber”) As of the date written above, the Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock from Holdco at the Purchase Price and on the terms provided for herein (singular - i) such number of Shares as is set forth on the “Security” or plural - the “Securities”), signature page of Kiddie, Inc., a Florida corporation this amended and restated subscription agreement (the “Company”), at a purchase price of $0.10 per share (the “Per Security Price”), upon the terms Amended and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Restated Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
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 ii) such number of Securities Subscriber has subscribed forWarrants equal to such number of Shares multiplied by two. 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 further acknowledges and all of Subscriber’s obligations hereunder shall terminate.agrees that:
d. The aggregate number of Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the Company may elect at any time to close all or any portion of this offering, on various dates at a. On or prior to the Termination Date closing of the Business Combination, Holdco may enter into subscription agreements (each a the “Closing DateOther Subscription Agreements” and together with this Amended and Restated Subscription Agreement, the “Subscription Agreements”) with certain other investors (the “Other Subscribers” and together with the Subscriber, the “Subscribers”), pursuant to which such Other Subscribers, if any, will agree to subscribe for and purchase from Holdco, and Holdco desires to issue and sell to the Other Subscribers, if any, at the Closing, additional Shares of Series A Preferred Stock and Warrants at the Purchase Price per Share of Series A Preferred Stock.
e. In b. Holdco intends that the event terms of rejection such Other Subscription Agreements, if any, will be the same as this Amended and Restated Subscription Agreement. Should the terms of this subscription in its entiretythe Other Subscriptions Agreements differ materially from the terms herein, or in should the event the sale terms of the Securities Offering change materially, the Subscriber will be advised of such differences or changes (or any portion thereofthe “Modified Terms”) is not consummated for any reason, this Subscription Agreement and shall have no force the opportunity to either (i) agree to purchase the Shares and Warrants on the Modified Terms or effect(ii) terminate the Subscriber’s subscription for the Shares and Warrants. Notice of such Modified Terms shall be provided to the Subscriber by ▇▇▇▇▇▇ in writing, and the Subscriber shall provide written notice of its decision to either accept the Modified Terms for the purchase of the Shares and Warrants or terminate its subscription.
Appears in 1 contract
Subscription. a. The undersigned (“Subscriber”a) hereby irrevocably subscribes for and Investor agrees to purchase Common Stock (singular - buy and, subject to acceptance as provided below, the “Security” or plural - the “Securities”)Company agrees to sell and issue to Investor, such number of Kiddie, Inc., a Florida corporation shares (the “CompanyShares”)) of Common Stock as are set forth on the signature page hereto, at a for the aggregate purchase price of $0.10 per share set forth on the signature page hereto (the “Per Security Purchase Price”), upon the terms and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement(b) The Shares have been registered pursuant to a Registration Statement on Form S-3, Subscriber acknowledges that Subscriber has received this Subscription AgreementRegistration No. 333-220549, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering which registration statement (the “Offering CircularRegistration Statement”) has been declared effective by the Securities and any other information Exchange Commission and is effective on the date hereof. A final prospectus supplement will be delivered as required by the Subscriber to make an investment decisionlaw.
c. This (c) The Company may accept this Subscription may be accepted at any time for all or rejected any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Common Stock, in whole or in part, part for any reason and at any time prior to a the Closing Date (as hereinafter defined)defined below) thereon, notwithstanding prior receipt by the Company at its sole discretionInvestor of notice of acceptance of the Investor’s subscription. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of event 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 SubscriberInvestor’s subscription is rejected, Subscriberthe Investor’s payment (or portion thereof if partially rejected) will be returned promptly to Subscriber the Investor without interest or deduction and all this Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of Subscriberthis Subscription has been executed by the Investor and countersigned by the Company and the Closing with respect to the Investor’s obligations hereunder shall terminatesubscription has occurred.
d. The aggregate number (d) Provided that the full Purchase Price and a completed and executed copy of Securities sold shall this Subscription have been tendered and not exceed the maximum quantity of Securities, as set returned in the Form C filed in relation to this offering accordance with the SEC. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SECSection 2 hereof, the Company may elect at any time to close all or any portion closing of this offering, Investor’s purchase of the Shares shall occur on various dates at or prior to April __, 2019, which date may be extended by up to five business days by the Termination Date Company without notice to the Investor (each a such date, as may be extended, the “Closing Date”).
e. In . Promptly thereafter, the event Company shall cause the Shares to be delivered to the Investor, which delivery shall be made by delivery of rejection of this subscription in its entiretyphysical certificates to Investor, or if so designated, through the facilities of The Depository Trust Company’s DWAC system in accordance with the event instructions set forth on the sale of Investor’s signature page attached hereto under the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effectheading “DWAC Instructions.”
Appears in 1 contract
Sources: Subscription Agreement (PAVmed Inc.)
Subscription. a. i. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - Subscriber shall settle in full, the “Security” or plural - the “Securities”), of Kiddie, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) subscription and any other information required fees payable in accordance with the applicable price list and selected package prevailing at any given time which the Company may revise from time to time.
ii. The Company shall invoice the Subscriber for the services provided for a particular month.
iii. Any taxes or other levies which may be imposed at present or in the future by the Government, Provincial Council, Local Authority or any other Governmental Agency in connection with the subscription and any other fees shall be borne by the Subscriber.
iv. The subscription and other fees to be paid by the Subscriber to make an investment decision.
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 forshall be set forth in an invoice. The Company invoice 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 normally be returned to Subscriber without interest and all for a period of Subscriber’s obligations hereunder shall terminate.
d. The aggregate number of Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SECone month. The Company may accept subscriptions until however in its absolute discretion vary this time period in which event any periodic charges shall be adjusted accordingly.
v. The invoice shall become due and payable on the “Termination Date” as date set in out therein.
vi. In the Form C filed event the Subscriber disputes the invoice, the Subscriber shall forthwith inform the Company of same and the amount so disputed immediately, but not later than Fourteen (14) days from the receipt of the invoice and upon resolving same with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SECCompany, the Company may elect at any time to close all Subscriber shall pay the Company, the amount so disputed or any portion the amount so agreed within Fifteen (15) days of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
e. such resolution. In the event of rejection such dispute. Subscriber shall in any case settle the undisputed portion of this the invoice immediately. The Subscriber shall be deemed to have accepted the invoice, unless the Subscriber disputes the same within the given Fourteen (14) day period.
vii. It is incumbent on the Subscriber to inquire and settle the outstanding subscription and other fees in its entirety, case of non-receipt of invoices for any reason whatsoever.
viii. In the event of any payment being made by cheque the payment would be deemed to have been received by the Company only from the time the funds are realized in the Company’s bank account.
ix. A surcharge fee of 2% per month shall be levied on subscription and any fees which have become due and remain unpaid until receipt of full payment by the Company.
x. The Subscriber shall not be entitled to any refund or waiver of subscription in the event of any interruption to the sale Services.
xi. The Subscriber shall pay all outstanding fees within Seven (7) days on demand of such outstanding fees by the Securities Company.
xii. Voluntary disconnections: a monthly retainer fee shall be applicable for the first Three (or any portion thereof3) is not consummated for any reason, this Subscription Agreement months and a reconnection fee as decided by the Company shall have no force or effectbe charged after the initial period.
Appears in 1 contract
Sources: Postpaid Subscriber Agreement
Subscription. a. The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock Class B Membership Interests (singular - the “Security” or plural - the “Securities”)) of LQD WIFI, of Kiddie, Inc.LLC, a Florida corporation Delaware limited liability company (the “Company”), at a purchase price of $0.10 per share (the “Per Security Price”)and, upon the terms and conditions set forth herein. The rights of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
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 if this subscription is accepted by the Company, agrees to pay the amount set forth on the signature page hereof. Prior to acceptance of this Subscription Agreement by the Company, the Subscriber agrees to execute all documents attached hereto and such other documents as may be required by the Company and/or any governmental or self-regulatory agency with jurisdiction over the Company or its activities. Upon acceptance of your subscription, the Company will provide you with an executed copy of the Company’s Operating Agreement showing your ownership of the Securities purchased via this subscription. By signing this Subscription Agreement and upon acceptance of the Subscription Agreement by the Manager, the Subscriber agrees to be bound by the terms of the Operating Agreement of the Company (whether in whole or in parta copy of which is included with the Memorandum) or rejectedas if Subscriber were a signatory to such Operating Agreement from and after the date of this Subscription Agreement. If Subscriber’s this subscription is rejected, Subscriber’s payment the Company shall promptly return the subscription amounts to the Subscriber (or portion thereof if partially rejected) will be returned to Subscriber without any interest earned on such sum), and all of Subscriber’s obligations hereunder neither party hereto shall terminate.
d. The aggregate number of Securities sold shall not exceed the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEChave any further obligation hereunder. The Company may reserves the right to accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the Company may elect at any time to close reject 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 any 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 effectsole and absolute discretion.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. The As of the date written above (the “Subscription Date”), the undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - from the “Security” or plural - Company such number of Shares as is set forth on the “Securities”), signature page of Kiddie, Inc., a Florida corporation (this Subscription Agreement at the “Company”), at a purchase price of $0.10 per share (the “Per Security Price”), upon Purchase Price and on the terms and conditions set forth provided for herein. The rights of the Security are as set forth in Bylaws of undersigned understands and agrees that the Company and reserves the right to accept or reject the undersigned’s subscription for the Shares for any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. By executing this Subscription Agreementreason or for no reason, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), its acceptance by the Company at its sole discretion. In addition, the Company, at its sole discretionand the same shall be deemed to be accepted by the Company, may allocate to Subscriber and this Subscription Agreement shall be effective and enforceable against the Company only upon the date (the “Effective Date”) this Subscription Agreement is signed by a portion duly authorized person by or on behalf of the number Company; the Company may do so in counterpart form. Notwithstanding the foregoing, in the event that the Company does not (i) accept the subscription, and (ii) consummate the closing of Securities Subscriber has subscribed for. The the Transaction, on or before April 2, 2018, this Subscription Agreement shall be void and of no further effect and any monies paid by the undersigned to 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 connection herewith shall immediately 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 the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SECundersigned. The Company may accept subscriptions until the “Termination Date” as set in the Form C filed with the SEC in relation to this offering. Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, 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 the entire subscription by the Company or the termination of this subscription Subscription Agreement in its entiretyaccordance with the terms hereof, or in the event the sale undersigned’s payment of the Securities (or any portion thereof) is not consummated for any reasonPurchase Price will be returned promptly to the undersigned along with this Subscription Agreement, and this Subscription Agreement shall have no force or effect. In the event that the Company rejects the subscription in part, the undersigned may terminate this Subscription Agreement by providing notice to the Company within one business day of receiving notification that its subscription was rejected in part.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieHimalaya Technologies, Inc., a Florida Nevada corporation (the “Company”), at a purchase price of Two Tenths of One Cent ($0.10 .001) per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights .
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
c. This Subscription (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 for the Company shall not exceed One Billion Five Hundred Million (1,500,000,000) shares (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“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” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 1 contract
Sources: Subscription Agreement (Himalaya Technologies, Inc)
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock a Convertible Promissory Note (singular - the “Security” or plural - the “Securities”), of KiddieThe Amani Resorts, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security Securities are as set forth in Bylaws of the Company Convertible Promissory Note and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety entirely by such document.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 $5,000,000 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“Oversubscription Offering”). The Company may accept subscriptions until February 1, 2025 (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for $2,000 Securities are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Series A Preferred Stock (singular - the “Security” or plural - the “Securities”), of KiddieCub Crafters, Inc., a Florida Delaware corporation (the “Company”), at a purchase price of $0.10 5.00 per share of Series Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Security Series A Preferred Stock are as set forth in Bylaws the Amended and Restated Certificate of the Company Incorporation and any description of the Securities that appears in the Offering materials Materials is qualified in its entirety by such document.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 1,000,000 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“Oversubscription Offering”). The Company may accept subscriptions until December 16, 2023 (the “Termination Date” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding for 2,000 Securities are received (the “Minimum Offering Amount” as set forth in the Form C filed with the SECOffering”), 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.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieC▇▇▇▇▇▇▇ Motors USA, Inc., a Florida corporation organized under the laws of Delaware (the “Company”), at a purchase price of $0.10 3.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Security Common Stock are as set forth in Bylaws the Certificate of Incorporation of the Company and any description of Company, as filed with the Securities that appears in and Exchange Commission (“SEC”) as an exhibit to the Company’s Offering materials is qualified in its entirety by such documentCircular.
b. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Offering Circular”) and any other information required by the Subscriber to make an investment decision.
c. (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 16,666,666 (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“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” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 1 contract
Subscription. a. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (singular - the “Security” or plural - the “Securities”), of KiddieSmart Decision, Inc., a Florida corporation (the “Company”), at a purchase price of $0.10 0.005 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights .
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Security are as set forth in Bylaws of the Company and any description of the Securities that appears in the Offering materials is qualified in its entirety by such document.
b. Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC in relation to this offering (the “Circular and Offering Circular”) Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
c. This Subscription (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 for the Company shall not exceed 500,000,000 shares (the maximum quantity of Securities, as set in the Form C filed in relation to this offering with the SEC“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” as set in the Form C filed with the SEC in relation to this offering”). Providing that subscriptions equaling or exceeding the “Minimum Offering Amount” as set forth in the Form C filed with the SEC, the 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.
Appears in 1 contract