Common use of Subscription Clause in Contracts

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (Next Thing Technologies, Inc), Subscription Agreement (Next Thing Technologies, Inc), Subscription Agreement (Next Thing Technologies, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 5.75 per share of Class A Common Stock (the “Per Security Price”), ) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 amended, included in the Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeCircular. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,739,132 shares of Class A Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until _____________________________, unless the termination earliest of extended by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”)) or until the maximum number of shares under the Offering are sold. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Appears in 4 contracts

Sources: Subscription Agreement (InSitu Biologics, Inc), Subscription Agreement (InSitu Biologics, Inc), Subscription Agreement (InSitu Biologics, Inc)

Subscription. The person named on the front of this subscription agreement (a) The undersigned (the SubscriberPurchaser”) (this “Subscription Agreement”), intending to be legally bound, hereby subscribes for and irrevocably agrees to purchase Class A Common Stock (the “Securities”)from Series #TICKER, a series of Next Thing Technology Inc.RSE Portfolio, LLC, a Delaware corporation series limited liability company (the “Company”), the number of Series #TICKER Interests (the “Series #TICKER Interests”) set forth on the front of this Subscription Agreement at a purchase price of $3.00 PRICE (USD) per share of Class A Common Stock (the “Per Security Price”), upon Series #TICKER Interest and on the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are Amended and Restated Operating Agreement (as set forth in amended, restated, and supplemented from time to time the Restated Certificate “Operating Agreement”) governing the Company dated on or around the date of Incorporationacceptance of this subscription by RSE Portfolio Manager, filed as Exhibit 2.1 to LLC, the Offering Statement managing member of the Company filed with the SEC (the “Offering StatementManager”). (b) Subscriber understands that , a copy of which the Securities are being offered pursuant to 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 Purchaser has received access and read. This subscription is submitted by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, copies of relating to the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), exempt offering by the Company at its sole discretionof up to NUMBER Series #TICKER Interests for maximum aggregate gross proceeds of $AMOUNT (the “Offering”), unless further Series #TICKER Interests are issued by the Company in accordance with the terms of the Operating Agreement. Upon the expiration basis of the period specified in Subscriber’s state for notice filings before sales may be made in such staterepresentations and warranties, if anyand subject to the terms and conditions, set forth herein, the subscription may no longer be revoked at Company agrees to issue and sell the option of Series #TICKER Interests to the Subscriber. In addition, Purchaser on the Company, at its sole discretion, may allocate to Subscriber only a portion of date the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription Offering is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is 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 25,000,000 closed (the “Maximum OfferingClosing). The Company may accept subscriptions until ) for the termination of aggregate purchase price set forth on the Offering in accordance with its terms front page hereto (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing DateSubscription Price”). (e) 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 (RSE Portfolio, LLC), Subscription Agreement (RSE Portfolio, LLC), Subscription Agreement (RSE Portfolio, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A B Non-Voting Common Stock designated as “GAB Tokens” (the “Securities”), of Next Thing Technology GAB AI Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock GAB Tokens are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 amended, included in the Exhibits to the Offering Statement of the Company company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 2,000,000 GAB Tokens, subject to adjustment for fluxuations in the exchange rate of BitCoin or Ethereum (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until the termination of earlier of: (1) the Offering date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualified by the Commission, or (3) the date at which the offering is earlier terminated by us in our sole discretion, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Appears in 4 contracts

Sources: Subscription Agreement (Gab Al Inc), Subscription Agreement (Gab Al Inc), Subscription Agreement (Gab Al Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Inc.Future Pearl Labs, Inc. dba “Bobacino”, a Delaware corporation (the “Company”), at a purchase price of $3.00 [__] per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150[_] shares. The rights of the Class A Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated November [_], 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 [___] (the “Maximum Offering”). The Company may accept subscriptions until ______, 2021, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 3 contracts

Sources: Subscription Agreement (Future Pearl Labs, Inc), Subscription Agreement (Future Pearl Labs, Inc), Subscription Agreement (Future Pearl Labs, Inc)

Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the securities set forth on the signature page of this subscription agreement (the, “Securities”) in the amount set forth on the signature page of this subscription agreement (the “SecuritiesAgreement), ) of Next Thing Technology Inc., a Delaware corporation the party(is) set forth on the signature page of this subscription agreement (together with the “CompanyIssuer), ) at a purchase price set forth on the signature page of $3.00 per share of Class A Common Stock this subscription agreement, (the Per Security Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights herein and pursuant to Section 4(a)(6) of the Class A Common Stock are Securities Act of 1933, as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC amended (the “Offering StatementSecurities Act”) and Regulation Crowdfunding promulgated thereunder (“Regulation Crowdfunding”), Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder (“Regulation D”) or Regulation A of the Securities Act. (b) Subscriber Investor understands that the Securities are being offered (the “Offering”) pursuant to an offering circular filed with the U.S. Securities and Exchange Commission (the “Offering CircularSEC”) filed with the SEC as part of the Offering Statement, and all exhibits thereto, on Form 1-A of the Issuer, an Offering Statement on Form C of the Issuer, and all exhibits thereto, filed with the SEC or a private offering memorandum, and all exhibits thereto, dated as of the date set forth on the signature page of this subscription agreement (SEC File No. [X]the “Offering Statement” together will all other offering materials, including exhibits thereto, the “Offering Materials”), as may be amended from time to time. . (c) By executing this Subscription Agreement as provided hereinAgreement, Subscriber Investor acknowledges that Subscriber Investor has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto Materials and any other information required by the Subscriber Investor to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold Subscriber shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion deliver a signed copy of this offering, on various dates at or prior to Agreement along with payment for 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 aggregate purchase price of the Securities by the permissible payment methods set forth in the Offering Materials to the account designated by the Issuer in the Offering Materials, or by of such other methods set forth in the Offering Materials. If the Investor submits its investment funds by an electronic payment option offered by the Issuer of its agents, the Investor hereby: (i) authorizes the automatic processing of a charge to its credit card account or any portion thereof) is not consummated debit to its bank account for any reason, and all balances due and payable under this Subscription Agreement shall have no force Agreement; (ii) acknowledges that there may be fees payable for processing its payment which will not be refundable of the Investor’s investment commitment is rejected; and (iii) acknowledges and agrees Investor will not initiate a chargeback or effect, except reversal of funds on account of any issues that arise pursuant to this investment and Investor may be liable for Section 5 hereof, which shall remain in force any and effectall damages that could ensue as a result of any such chargebacks or reversals initiated by Investor.

Appears in 3 contracts

Sources: Subscription Agreement (C3 Bullion, Inc.), Subscription Agreement (C3 Bullion, Inc.), Subscription Agreement (C3 Bullion, Inc.)

Subscription. (a) The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc.from Contact Gold Corp., a Delaware Nevada corporation (the "Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”"), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights , such number of units of the Class A Common Stock are Company ("Units") as set forth in on the Restated Certificate of Incorporationsignature page hereto, filed as Exhibit 2.1 for an aggregate purchase price (the "Purchase Price") equal to the Offering Statement product of (x) the aggregate number of Units the Subscriber has agreed to purchase and (y) the purchase price per Unit (the "Subscription Price") as set forth on the signature page hereto. Each Unit consisting of one share of common stock, par value US$0.001 per share, of the Company filed with the SEC (the “Offering Statement”"Unit Shares"), and one-half of one warrant of the Company (a "Warrant"). Each whole Warrant is exerciseable by the holder thereof to acquire, subject to adjustment in certain circumstances, one share of common stock of the Company (a "Warrant Share") at an exercise price of Cdn$0.27, on or before 4:30 p.m. (Vancouver time) on the date that is 24 months from the Closing Date. The Warrants are governed by the terms of a Warrant Indenture (the "Warrant Indenture") between the Company and Computershare Trust Company of Canada (the "Warrant Agent"). (b) The Subscriber understands that the Securities Units are being offered pursuant to an offering circular (the "Offering Circular") filed with the SEC as part of the Offering Statement on Form 1-A (SEC File No. [X]the "Offering Statement"), as may be amended from time to time. By executing this Subscription Agreement as provided hereinAgreement, the Subscriber acknowledges that Subscriber it 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) The Subscriber’s 's subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter 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 the Subscriber only a portion of the number of Securities the Units that the Subscriber has subscribed for. The Company will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber’s 's subscription is rejected, the Subscriber’s 's payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and all of the Subscriber’s 's obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Units (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 4 hereof, which shall remain in force and effect.

Appears in 3 contracts

Sources: Subscription Agreement (Contact Gold Corp.), Subscription Agreement (Contact Gold Corp.), Subscription Agreement (Contact Gold Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc.Legion Works, a Delaware corporation (the “Company”), at a purchase price of $3.00 0.50 per share of Class A Common Stock (the “Per Security Price”), ) with a minimum purchase of 2000 shares or $1,000 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Preferred Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 amended, included in the Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeCircular. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 57,000,000 Units (the “Maximum Offeringmaximum number of Units”). The Company may accept subscriptions until _____________________________, unless the termination earliest of extended by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”)) or until the maximum number of shares under the Offering are sold. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Appears in 3 contracts

Sources: Subscription Agreement (Legion Works, Inc.), Subscription Agreement (Legion Works, Inc.), Subscription Agreement (Legion Works, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of Next Thing Technology Inc.YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $3.00 5.00 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15020, or 4 Units. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationYSMD, LLC and the respective series designation, filed as Exhibit 2.1 Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.

Appears in 3 contracts

Sources: Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock Units (the “Securities”), of Next Thing Technology Inc.CalTier Fund I, LP, a Delaware corporation Limited Partnership (the “Company”), at a purchase price of $3.00 5 per share of Class A Common Stock Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150500 for U.S. Persons and $100,000 for non-U.S. Persons. The rights and preferences of the Class A Common Stock Unit are as set forth in the Restated Certificate of Incorporation, Limited Partnership Agreement filed as Exhibit 2.1 A to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). This agreement is revocable up to 30 days after the subscriber signs the agreement, after which this agreement will be irrevocable. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Limited Partnership Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [_____________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 150,000 Securities are received and have been committed for at least 30 days (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). However, for any Subscriber the Closing Date will be at least thirty days after such Subscriber executes this Subscription Agreement. (e) At any time and for any reason up to the later of (i) the date the Minimum Offering has been received or (ii) 30 days from executing this Subscription Agreement, Subscriber may revoke their subscription in entirety. If Subscriber’s subscription is revoked, Subscriber’s payment will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (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 3 contracts

Sources: Subscription Agreement (Caltier Fund I LP), Subscription Agreement (Caltier Fund I LP), Subscription Agreement (Caltier Fund I LP)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology Inc.Howloo, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 3.79 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150496.49. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,978,891 (the “Maximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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, terms of this Subscription Agreement.

Appears in 3 contracts

Sources: Subscription Agreement (Howloo, Inc.), Subscription Agreement (Howloo, Inc.), Subscription Agreement (Howloo, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and a. Investor agrees to purchase Class A buy and the Company agrees to sell and issue to Investor such number of Shares of Common Stock as set forth on the signature page hereto (the “SecuritiesSignature Page”), for an aggregate purchase price equal to the product of Next Thing Technology Inc.(x) the aggregate number of Shares of Common Stock the Investor has agreed to purchase and (y) the Purchase Price per Share. b. The Common Shares are being offered by the Underwriter on a “best efforts, a Delaware corporation minimum/maximum” basis. The completion of the purchase and sale of the Shares (the “CompanyClosing), ) shall take place at a purchase price of $3.00 per share of Class A Common Stock place and time (the “Per Security PriceClosing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), upon . Upon satisfaction or waiver of all the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as to closing set forth in the Restated Certificate Underwriting Agreement and Registration Statement, at the Closing, (i) the Investor shall pay the Purchase Price by check or by wire transfer of Incorporation, filed as Exhibit 2.1 immediately available funds to the Offering Statement Company’s escrow account per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor with the delivery of the Company filed Shares to be made through the facilities of The Depository Trust Company’s (“DTC”) DWAC system in accordance with the SEC instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Shares to the residential or business address indicated thereon). c. The Underwriter and any participating broker dealers (the “Offering StatementMembers). (b) Subscriber understands shall confirm, via the selected dealer agreement or master selected dealer agreement that the Securities are being offered pursuant it will comply with Rule 15c2-4. As per Rule 15c2-4 and notice to an offering circular members 84-7 (the “Offering CircularRule) filed ), all checks that are accompanied by a subscription agreement will be promptly sent along with the SEC subscription agreements to the escrow account by noon the next business day. In regards to monies being wired from an investor’s bank account, the Members shall request the investors send their wires by the next business day, however, we cannot insure the investors will forward their respective monies as part per the Rule. In regards to monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon 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) 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 Subscribernext business day. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of event that funds are sent in and the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall offering does not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at close for any time to close all or any portion of this offering, on various dates at or reason prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or set forth in the event final Registration Statement, all funds will be returned to investors promptly in accordance with 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 escrow agreement terms and effectapplicable law.

Appears in 3 contracts

Sources: Underwriting Agreement (Jerash Holdings (US), Inc.), Underwriting Agreement (Jerash Holdings (US), Inc.), Subscription Agreement (Jerash Holdings (US), Inc.)

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby subscribes for and agrees commits to purchase Class A Common Stock _____________ Units of the Company (the “Securities”), must subscribe to a minimum of Next Thing Technology Inc., a Delaware corporation (the “Company”1 Unit), at a purchase price of $3.00 500.00 per share Unit, for a total purchase price of Class A Common Stock (the “Per Security Price”)$_____________________, upon the terms and conditions set forth hereinherein (the or this “Subscription”). The minimum subscription total purchase price for the Subscription is $150payable in the manner provided in Section 3 below. The rights of the Class A Common Stock Units being subscribed for under this Agreement are sometimes referred to herein as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering StatementSecurities.). (b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an offering circular (the “Offering Circular”) filed with the SEC as part Circular and attached Operating Agreement. A full description of the Securities and 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 is set forth in the Offering Circular and accompanying Operating Agreement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Statement including exhibits thereto Circular, Operating Agreement and any other information required requested by the Subscriber in writing to make an investment decisiondecision with respect to the Securities. (c) The Subscriber’s subscription This Subscription may be accepted or rejected rejected, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at in its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at in its sole discretion, may allocate to the Subscriber only a portion of the number of Securities Subscriber has Units subscribed for. The Company Escrow Agent (as defined in Section 3 below) will notify the Subscriber whether this subscription via e-mail in each of the following instances: (i) when the Subscriber’s Closing Documents (as defined in Section 3 below) are received; (ii) when the Subscriber’s Commitment sums are received; and (iii) if and when the Subscriber’s Subscription is accepted (whether in whole or in part) or rejected. In the event that the Subscription is accepted, the Escrow Agent shall also e-mail the Subscriber a copy of the duly executed Agreement. If Subscriber’s subscription the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.terminate except with respect to any portion of the Commitment and accompanying Units successfully subscribed for. Opening Night Enterprises/Subscription Agreement & Investor Questionnaire/(2019/20) 3 (d) The aggregate maximum number of Securities shares of the Company’s Units that may be sold in this Offering shall not exceed 25,000,000 100,000 (the “Maximum OfferingUnits”). The Company may accept subscriptions until the termination earlier of: (1) Sale of the Maximum Units; (2) twelve months from the date that the Offering is qualified by the SEC, unless extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such additional period as may be sought to sell the Maximum Units (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the set an earlier Termination Date (each a “Closing Date”)and end the Offering. No minimum number of Units is required to be sold. (e) In the event of a rejection of this subscription Subscription in its entirety, or in the event the sale of the Securities Units (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 Sections 7, 8 and 9 hereof, which shall remain in force and effect. (f) The terms of this Agreement shall be binding upon the Subscriber and its permitted transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Transfers of Interests provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Opening Night Enterprises, LLC), Subscription Agreement (Opening Night Enterprises, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology MedicaMetrix, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $3.00 5 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150250. The rights of the Class A Common Stock Securities are as set forth in the Restated Company’s Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinsubscribing to the Offering, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 4,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (MedicaMetrix, Inc/De), Subscription Agreement (MedicaMetrix, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A units (the “Units”) consisting of one share of Series D Preferred Stock (“Series D Preferred Stock”) and one Common Stock Purchase Warrant (the “Warrants”) to purchase one share of common stock, $.001 par value per share (the “Common Stock”) (collectively, with the Bonus Shares as defined in the Offering Circular, the “Securities”), of Next Thing Technology Hypha Labs, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 1,000 per share of Class A Common Stock Unit (the “Per Security Unit Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000, or 5,000 Units (not including the transaction fee described below). The rights and preferences of the Class A Series D Preferred Stock and Common Stock are as set forth in the Restated Certificate of Designation or Articles of Incorporation, as amended, of the Company, respectively, filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). The terms and conditions of the Warrants are as set forth in the Form of Warrant included as an exhibit to the Offering Statement. (b) Subscriber understands that the Company will assess a transaction fee of 2.0% of the value of the Units subscribed for up to a maximum of $100.00. This transaction fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X])024-12579, 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. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Units Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities Units sold shall not exceed 25,000,000 $10,000,000 (the “Maximum Offering”) composed of 50,000,000 Units to be sold by the Company and 10,000,000 shares of Series D Preferred Stock issued for no additional consideration as Bonus Shares (as defined in the Offering Circular). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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.

Appears in 2 contracts

Sources: Subscription Agreement (Hypha Labs, Inc.), Subscription Agreement (Hypha Labs, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase the Class A B Non-Voting Common Stock (the “Securities”), of Next Thing Technology California Tequila, Inc., a Delaware California corporation (the “Company”), at a purchase price of $3.00 8.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150480. The rights of the Class A B Non-Voting Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 Amendment of Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [May XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 1,500,000, excluding the 150,000 shares that may be issued as “Bonus Shares” (as defined in the Offering Circular) (the “Maximum Offering”). The Company may accept subscriptions until [______, 2022], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Sources: Subscription Agreement (California Tequila, Inc.), Subscription Agreement (California Tequila, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology RemSleep Holdings, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 0.06 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC U.S. Securities and Exchange Commission (the “SEC”) as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities 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) The aggregate number of Securities sold for the Company shall not exceed 25,000,000 50 million (50,000,000) shares of common stock (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (RemSleep Holdings Inc.), Subscription Agreement (RemSleep Holdings Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.New England Cape Gods, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (New England Cape Gods, Inc.), Subscription Agreement (New England Cape Gods, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.Chicago Hogmollies, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (Chicago Hogmollies, Inc.), Subscription Agreement (Chicago Hogmollies, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Non-Voting Common Stock (the “Securities” or “Common Stock” or “Non-Voting Common Stock”), of Next Thing Technology Elegance Spirits, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 10.00 per share of Class A Common Stock (the “Per Security Price”), ) with a minimum purchase of 25 shares or $250.00 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 amended, included in the Exhibits to the Offering Statement Circular of the Company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) Circular dated _______________________________ , filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeCircular. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 5,000,000 shares of Non-Voting Common Stock (the “Maximum OfferingNumber of Shares”). The Company may accept subscriptions until _____________________________, unless the termination earliest of extended by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”)) or until the Maximum Number of Shares under the Offering are sold. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Appears in 2 contracts

Sources: Subscription Agreement (Elegance Spirits, Inc.), Subscription Agreement (Elegance Spirits, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon Upon the terms and conditions set forth herein. The minimum subscription is $150. The rights subject to the provisions of this letter agreement (this “Investment Agreement”) and subject in all respects to the satisfaction or waiver of the Class A Common Stock are as conditions precedent set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to Merger Agreement and the Offering Statement consummation of the Company filed with the SEC (the “Offering Statement”). (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 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering Merger in accordance with its terms (provided the Merger Consideration remains $20.00 per share of Company Stock), automatically upon such consummation, without any further act whatsoever required by any party hereto or otherwise: (a) each Rollover Investor shall be deemed to have invested cash in Parent Holdco in the amount set forth opposite the name of such Rollover Investor under the heading “Investment Amount” on Annex A hereto (each, an “Investment”) by virtue of the Merger (in the manner contemplated by Section 1(c) hereof); (b) in exchange for the Investment, Parent Holdco (or Parent if the Parent Allocation Election is made) shall issue to each Rollover Investor, at the Effective Time, a capital interest in Parent Holdco (or Parent if the Parent Allocation Election is made) in the same form and at the same price per unit of equity interest paid by the GS Investor for its own capital interest in Parent Holdco (or indirectly for its capital interest in Parent if the Parent Allocation Election is made) (such equity interest issued to the Rollover Investors, together with any shares of Parent Common Stock (as defined below) issued by Parent in lieu of Parent Holdco equity interests pursuant to Section 2 of this Investment Agreement, the “Termination DateRollover Equity Interest”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).; and (ec) In the event obligation of rejection of this subscription in each Rollover Investor to make its entiretyInvestment shall automatically be satisfied, or in the event the sale at and effective as of the Securities (or any portion thereof) is not consummated for any reasonEffective Time, this Subscription Agreement shall have no force or effectby subtracting the amount set forth opposite the name of such Rollover Investor under the heading “Investment Amount” on Annex A hereto from the aggregate amounts that otherwise would be payable to such Rollover Investor pursuant to Section 2.02 and Section 2.05 of the Merger Agreement, except for Section 5 hereofall as further set forth in, which shall remain in force and effectrequired by, such Sections.

Appears in 2 contracts

Sources: Investment Letter Agreement (Goldman Sachs Group Inc), Investment Letter Agreement (Ebix Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common shares of Series D Preferred Stock (the “Securities”), of Next Thing Technology Winc, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 1.4136 per share of Class A Common Series D Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000.83. SeedInvest Auto Invest participants have a lower investment minimum of $200. The rights shares of Series D Preferred Stock being subscribed for under this Subscription Agreement and the shares of Common Stock (“Common Stock”), issuable upon conversion of the Class A Common Series D Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series D Preferred Stock are as set forth in the amended and restated certificate of incorporation (the “Restated Certificate of IncorporationCertificate”), substantially in the form filed as Exhibit 2.1 exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ________, 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Fifth Amended and Restated Voting Agreement (the “Voting Agreement”), the Fifth Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”) and the Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement(the “ROFR/Co-Sale Agreement,” and, together with the Voting Agreement and the Investors’ Rights Agreement, the “Investor Agreements”), each filed as an exhibit to the Offering Statement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 10,610,887 (the “Maximum Offering”). The Company may accept subscriptions until _______, 2020, or the termination of date at which the Offering offering is earlier terminated by the Company in accordance with its terms sole discretion (the “Termination Date”). The Providing that subscriptions for 1,237,974 Securities are received (the “Minimum Offering”), and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement, including, but not limited to, the optional redemption substantially in the form set forth in Section 4(k) and the terms of the Investor Agreements.

Appears in 2 contracts

Sources: Subscription Agreement (Winc, Inc.), Subscription Agreement (Winc, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.New York Bodega Cats, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (New York Bodega Cats, Inc.), Subscription Agreement (New York Bodega Cats, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.Seattle Emerald Haze, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (Seattle Emerald Haze, Inc.), Subscription Agreement (Seattle Emerald Haze, Inc.)

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby subscribes for and agrees to purchase Class A Common Stock the number of Rights Offering Shares set forth in Item 2d of such Subscriber’s Subscription Form (the “SecuritiesSubscribed Amount)) and, of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon subject to the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of IncorporationPlan, filed as Exhibit 2.1 the Rights Offering Procedures, the Subscription Form and this Agreement, agrees to the Offering Statement of the Company filed with the SEC pay $10.413334 per share subscribed for (the “Offering StatementPurchase Price”). (b) The Subscriber understands that will (i) return this Agreement and the Securities are being offered pursuant to an offering circular Subscription Form no later than the Subscription Expiration Deadline and (ii) pay in cash the aggregate Purchase Price (the “Offering CircularPurchase Payment Amount”) filed for such Subscribed Amount set forth in Item 2d of such Subscriber’s Subscription Form, at the time and in the manner set forth in and in accordance with the SEC as part instructions included on Item 5 of such Subscriber’s Subscription Form. No interest shall be payable on any advanced funding of the Offering Statement (SEC File No. [X])Purchase Payment Amount except in the case of a Commitment Party or a Reserve Party if such entity has funded into the Escrow Account in which case, as may interest, if any, will 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 calculated and paid under the terms of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decisionapplicable escrow agreement. (c) The Subscriber’s subscription Eligible Holders of Applicable Claims that are 2020 Notes Claims and 2017 Notes Claims (which, for the avoidance of doubt, include any Commitment Parties and Reserve Parties) must also electronically deliver the respective notes underlying such Claims to the Subscription Agent in accordance with the procedures of DTC or other depository, as the case may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined)be, by the Company at its sole discretion. 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 terminateSubscription Expiration Deadline. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close If all or any portion of this offeringa Claim included in Item 1 of the Subscriber’s Subscription Form is determined not to be an Allowed Claim, the Subscriber agrees that its Maximum Participation Amount calculated in Item 1 of such Subscriber’s Subscription Form will be reduced such that the Maximum Participation Amount is calculated based only on various dates at or prior to such Subscriber’s Allowed Claim (such Reduced Maximum Participation Amount, the Termination Date (each a Closing DateReduced Maximum Participation Amount”). If such reduction is made and the Subscriber’s Subscribed Amount exceeds the Subscriber’s Reduced Maximum Participation Amount, the Subscriber’s Subscribed Amount will be reduced to equal the Subscriber’s Reduced Maximum Participation Amount. (e) In the event case of rejection of this subscription in its entiretya Subscriber that is not a Rights Offering Commitment Party or a Reserve Party, or in the event that the sale funds received by the Subscription Agent from the Subscriber do not correspond to the applicable Purchase Payment Amount payable for the Subscribed Amount, the amount of the Securities Rights Offering Shares deemed to be purchased by such Eligible Holder will be the lesser of (i) the Subscribed Amount elected to be purchased by such Eligible Holder and (ii) an amount of the Rights Offering Shares determined by dividing the amount of the funds received from the Subscriber by the Purchase Payment Amount. (f) If the amount the Subscriber would otherwise be entitled to purchase is reduced pursuant to Section 1(d) and 1(e) hereof, the Subscription Agent (or escrow agent in the case of a Commitment Party or Reserve Party who delivered funds to the Escrow Account) will return to the Subscriber any portion thereoffunds received by the Subscription Agent (or escrow agent in the case of a Commitment Party or Reserve Party) in excess of the reduced purchase price upon settlement of the Rights Offering. (g) Subject to the conditions specified in Section 6, the closing of the issuance of the Rights Offering Shares contemplated by this Agreement (the “Closing”) will take place on or around the Effective Date pursuant to the Plan. The date on which the Closing occurs is the “Closing Date.” (h) In the event the Rights Offering is terminated or otherwise not consummated for on or before the Outside Date, any reasonRights Offering funds, this and, in the case of Eligible Holders of Applicable Claims that are 2020 Notes Claims or 2017 Notes Claims, the respective debt securities underlying such Claims, shall be returned, without interest (except in the case of a Rights Offering Commitment Party or Reserve Party to the extent funded to the Escrow Account in which case, interest, if any, will be calculated and paid under the terms of the applicable escrow agreement), to the Subscriber in accordance with the instructions provided in the Subscription Agreement shall have no force Form as soon as reasonably practicable, but in any event within five Business Days after the earlier of (i) the date on which the Rights Offering is terminated or effect(ii) the Outside Date, except for Section 5 hereof, which shall remain in force and effectas the case may be.

Appears in 2 contracts

Sources: Rights Offering Subscription Agreement, Rights Offering Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock membership interests, which we refer to herein as shares (the “Securities”)) of Series Wine, a Series of Next Thing Technology Inc.StartEngine Collectibles Fund I LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $3.00 10.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150500, or 50 shares. The rights and preferences of the Class A Common Stock shares are as set forth in the Restated Certificate Limited Liability Company Agreement of IncorporationStartEngine Collectibles Fund I LLC dated January 5, 2021, as amended from time to time (the “Operating Agreement”), and the Series Designation for Series Wine filed as Exhibit 2.1 2.2 and Exhibit 2.4, respectively, to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinsubscribing to the Offering, 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. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Administrative Manager the power of attorney described therein). (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 $5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (StartEngine Collectibles Fund I LLC), Subscription Agreement (StartEngine Collectibles Fund I LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock D Units USD$ Series (the “Securities”), of Next Thing Technology Inc.Red Mountain Ventures Limited Partnership, a Delaware corporation limited partnership under the laws of British Columbia (the “CompanyPartnership”), at a purchase price of $3.00 10.00 per share of Class A Common Stock Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock D Units Series USD$ are as set forth in the Partnership’s Amended and Restated Certificate of IncorporationLimited Partnership Agreement dated July 1, filed as Exhibit 2.1 2017 (the “Partnership Agreement”), included in the Exhibits to the Offering Statement of the Company Partnership filed with the SEC (the “Offering Statement”)) and the Partnership’s Canadian Offering Memorandum. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated August __, 2017 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement and a Canadian Offering Memorandum (SEC File No. [X]the “Canadian Offering Memorandum”), as may be amended from time to time. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, the Canadian Offering Memorandum and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company Partnership 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 CompanyPartnership, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company Partnership will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold in this offering shall not exceed 25,000,000 (the “Maximum Offering”). 800,000 Class D Units Series USD$. The Company Partnership may accept subscriptions until the termination of date at which the Offering maximum offering amount has been sold, (2) the date which is one year from this offering being qualified by the Commission, or (3) the date at which the offering is earlier terminated by us in accordance with its terms our sole discretion (the “Termination Date”). The Company Partnership may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Partnership in advance an instrument in a form acceptable to the Partnership in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement and the Partnership Agreement, the Partnership consents to the transfer in its sole discretion, and, in the event of a transfer to a Transferee resident or otherwise subject to the securities laws of any jurisdiction of Canada, the compliance with the applicable resale restrictions in such jurisdiction.

Appears in 2 contracts

Sources: Subscription Agreement (Red Mountain Ventures Limited Partnership), Subscription Agreement (Red Mountain Ventures Limited Partnership)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.Atlanta Hot Wings, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (Atlanta Hot Wings, Inc.), Subscription Agreement (Atlanta Hot Wings, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase shares of Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.F▇▇▇▇▇ ▇▇▇▇▇▇▇ Laboratories, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 10.67 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150490.82. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.4 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 937,207, plus up to 187,441 bonus shares (the “Maximum Offering”). The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Fisher Wallace Laboratories, Inc.), Subscription Agreement (Fisher Wallace Laboratories, Inc.)

Subscription. (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of shares set forth below of the shares of Class A Common Stock Membership Interest (the “Securities”)) of AMAZON GOLD, of Next Thing Technology Inc.LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $3.00 4.00 per share of Class A Common Stock (the “Per Security Share Price”), with a minimum purchase of $400.00 or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock Membership Interest are as set forth in the Restated Certificate of IncorporationFormation and Operating Agreement of the Company, filed as Exhibit 2.1 each included in the Exhibits to the Offering Statement offering circular of the Company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular statement dated ____________, 2021 (the “Offering CircularStatement) ), a copy of which has been filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeSEC. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement Circular, including exhibits thereto the Exhibits thereto, and any other Offering Materials or other information required by the Subscriber to make an investment decision. (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 Company, in its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at in its sole discretion, may allocate to Subscriber only a portion of the number of Securities for which the Subscriber has subscribed forsubscribed. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 2,500,000 shares of Class A Membership Interest (the “Maximum OfferingNumber of Shares”). The Company may accept subscriptions until ___________, 2022, unless extended by the termination of the Offering Company, in its sole discretion, in accordance with its terms applicable SEC regulations or until the Maximum Number of Shares under the Offering are sold, whichever shall first occur (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “Transferee”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company, in advance, an instrument in a form acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree to, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion. (g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Subscription Agreement (Amazon Gold, LLC), Subscription Agreement (Amazon Gold, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc.Fan Owned Club, a Delaware corporation (the “Company”), at a purchase price of $3.00 10 per share of Class A Common Stock (the “Per Security Price”), ) with a minimum purchase of $250or subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 amended, included in the Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeCircular. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. Copies of all SEC filings can also be viewed via following the link on the Company’s website to all documents filed with SEC. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 3,000,000 shares of Non-Voting Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until _____________________________, unless the termination earliest of extended by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”)) or until the maximum number of shares under the Offering are sold. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Appears in 2 contracts

Sources: Subscription Agreement (Fan Owned Club, Inc.), Subscription Agreement (Fan Owned Club, Inc.)

Subscription. (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the number of shares set forth below of the $0.001 par value Common Stock (the “Securities”)) of BIOLOGX, of Next Thing Technology Inc.INC., a Delaware Wyoming corporation (the “Company”), at a purchase price of $3.00 4.00 per share of Class A Common Stock (the “Per Security Share Price”), with a minimum purchase of $320.00 or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate Articles of IncorporationIncorporation and the Bylaws of the Company, filed as Exhibit 2.1 each included in the Exhibits to the Offering Statement offering circular of the Company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular statement dated ____________, 202__ (the “Offering CircularStatement) ), a copy of which has been filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeSEC. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement Circular, including exhibits thereto the Exhibits thereto, and any other Offering Materials or other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company Company, at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities for which the Subscriber has subscribed forsubscribed. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 12,500,000 shares of Common Stock (the “Maximum OfferingNumber of Shares”). The Company may accept subscriptions until ___________, 202__, unless extended by the termination of the Offering Company, in its sole discretion, in accordance with its terms applicable SEC regulations or until the Maximum Number of Shares under the Offering are sold, whichever shall first occur (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “Transferee”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company, in advance, an instrument in a form acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree to, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion. (g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Subscription Agreement (BiologX, Inc.), Subscription Agreement (BiologX, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Torque Lifestyle Brands, Inc., a Delaware corporation Colorado Corporation (the “Company”), at a purchase price of $3.00 [___] per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The There is no minimum subscription is $150amount. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_____] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 [_______] (the “Maximum Offering”). The Company may accept subscriptions until [___________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Common Stock Subscription Agreement (Torque Lifestyle Brands, Inc.), Common Stock Subscription Agreement (Torque Lifestyle Brands, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology M2i Global, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 1.75 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150999.25, or 571 shares of Common Stock, plus an Investor Fee of 2.0%, which makes the total of a minimum subscription to be $1,019.24. The rights and preferences of the Class A Common Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, as amended, filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Company will assess a processing fee of 2% of the value of the Securities subscribed for (“Investor Fee”). This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below, and the Broker, DealMaker Securities, LLC will receive commissions on total subscription amount, which includes this fee. (c) Subscriber understands that the Securities are being offered pursuant to 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. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 17,142,856 (the “Maximum Offering”)) composed of 14,285,714 shares to be sold by the Company and 2,857,142 shares issued for no additional consideration as Bonus Shares (as defined in the Offering Circular. The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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.

Appears in 2 contracts

Sources: Subscription Agreement (M2i Global, Inc.), Subscription Agreement (M2i Global, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Preferred Stock (the “Securities”), of Next Thing Technology GolfSuites 1, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $3.00 5 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150500. The rights Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Common Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed Incorporation included as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (GolfSuites 1, Inc.), Subscription Agreement (GolfSuites 1. Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and Investor agrees to purchase Class A Common Stock buy and the Company agrees to sell and issue to Investor (i) such number of shares (the “SecuritiesShares”) of its ordinary shares, no par value (the “Ordinary Shares”), (ii) a Warrant, in substantially the form delivered to the Investor herewith, to purchase such number of Next Thing Technology Inc., a Delaware corporation Ordinary Shares of the Company (the “CompanyPrimary Warrants”) and (iii) a Warrant, in substantially the form delivered to the Investor herewith, to purchase such number of Ordinary Shares of the Company contingent upon the consummation of certain events (the "Contingent Warrants", and together with the Primary Warrants, the “Warrants”), at a set forth on the signature page hereto, for an aggregate purchase price of $3.00 per share of Class A Common Stock set forth on the signature page hereto (the “Per Security Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights Ordinary Shares issuable upon exercise of the Class A Common Stock Warrants are referred to herein as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)"Warrant Shares". (b) Subscriber understands that The Shares, Warrants and Warrant Shares have been registered on a Registration Statement on Form F-3, Registration No. 333-164822 (together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities are being offered pursuant to an offering circular Act of 1933, as amended) (the “Offering CircularRegistration Statement) 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 which Registration Statement has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required been declared effective by the Subscriber to make an investment decisionSecurities and Exchange Commission (the “Commission”), has remained effective since such date and is effective on the date hereof. (c) The Subscriber’s subscription may be accepted or rejected in whole or in partOn April 1, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 2010 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). , in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended, and subject to the satisfaction or waiver of all of the closing conditions set forth in the Placement Agency Agreement (e) In the event of rejection of this subscription in its entirety“Placement Agreement”), dated March 29, 2010, by and among the Company and the placement agent named therein (the “Placement Agent”), the Placement Agent will disburse, or cause to be disbursed, to the Company an amount equal to the Purchase Price for such Shares and Warrants, less its commissions, upon receipt of the aggregate number of Shares purchased by the Investor via release by the Company of the Shares to R▇▇▇’▇ clearing firm, Ridge Clearing & Outsourcing Solutions DTC 0158 via DWAC delivery, which R▇▇▇ will deliver, or cause to be delivered, to the Investor in accordance with the instructions provided by the Investor on its executing broker’s account versus payment for such Shares. The Company shall deliver to Investor the Warrants in physical, certificated form to the address set forth on the signature page hereto, registered in such name or names as designated by the Investor on the signature page hereto. The Shares and Warrants shall be unlegended and free of any resale restrictions. Notwithstanding the foregoing, if the Investor so requests, the Shares shall be delivered to the Investor in physical, certificated form to the address set forth on the signature page hereto, bearing such legends as appropriate under the circumstances. Such funds shall be delivered unless (i) the Placement Agreement is terminated pursuant to the terms thereof or (ii) the conditions to closing in the event Placement Agreement have not been satisfied. The Company’s obligation to issue the sale Shares and Warrants to the Investor will be subject to (i) the receipt by the Company of the Securities aggregate purchase price for the Shares and Warrant being purchased hereunder as set forth on the signature page, (ii) the accuracy of the representations and warranties made by the Investor in this Agreement, and (iii) the Registration Statement remaining in effect and no stop order proceedings with respect thereto being pending or threatened. The Company proposes to enter into substantially this same form of Agreement with certain other investors (collectively with this Agreement, the “Transaction”) and the Investor’s obligations are expressly not conditioned on the purchase by any portion thereof) is not consummated for any reason, this Subscription Agreement or all such other investors of the Shares and Warrants that they have agreed to purchase from the Company. The Company shall file the final prospectus supplement and Form 6-K related to the offering and issue a press release announcing the Transaction prior to 9:30 a.m. Eastern Time on the date hereof. The Placement Agent shall have no force rights in or effectto any of the funds, except for Section 5 hereofin respect of the Company’s obligation to pay the Placement Agent's fees. Notwithstanding the foregoing, since the Investor is an affiliate of the Company, the closing of the issuance and sale of Shares and Warrants to the Investor shall be subject to approval of the Company's shareholders pursuant to Israeli law and shall occur, if such approval shall be obtained, on the business day immediately following the date of such approval at a meeting of shareholder to be convened promptly by the Company. The Investor shall nevertheless wire the Purchase Price to an account to be designated in writing by the Company promptly following the execution of this Agreement, which funds shall remain be held in force and effectescrow pending the result of said shareholder meeting. The investor hereby undertakes to vote his Ordinary Shares at said shareholder meeting in favor of the relevant proposal. At the closing, if it shall occur, the Company shall issue to the Investor a certificate representing the Shares bearing an "affiliate legend".

Appears in 2 contracts

Sources: Subscription Agreement (Orckit Communications LTD), Subscription Agreement (Orckit Communications LTD)

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby subscribes for and agrees commits to purchase Class A Common Stock _____________ Units of the Company (the “Securities”), must subscribe to a minimum of Next Thing Technology Inc., a Delaware corporation (the “Company”1 Unit), at a purchase price of $3.00 500.00 per share Unit, for a total purchase price of Class A Common Stock (the “Per Security Price”)$_____________________, upon the terms and conditions set forth hereinherein (the or this “Subscription”). The minimum subscription total purchase price for the Subscription is $150payable in the manner provided in Section 3 below. The rights of the Class A Common Stock Units being subscribed for under this Agreement are sometimes referred to herein as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering StatementSecurities.). (b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an offering circular (the “Offering Circular”) filed with the SEC as part Circular and attached Operating Agreement. A full description of the Securities and 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 is set forth in the Offering Circular and accompanying Operating Agreement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Statement including exhibits thereto Circular, Operating Agreement and any other information required requested by the Subscriber in writing to make an investment decisiondecision with respect to the Securities. (c) The Subscriber’s subscription This Subscription may be accepted or rejected rejected, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at in its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at in its sole discretion, may allocate to the Subscriber only a portion of the number of Securities Subscriber has Units subscribed for. The Company Escrow Agent (as defined in Section 3 below) will notify the Subscriber whether this subscription via e-mail in each of the following instances: (i) when the Subscriber’s Closing Documents (as defined in Section 3 below) are received; (ii) when the Subscriber’s Commitment sums are received; and (iii) if and when the Subscriber’s Subscription is accepted (whether in whole or in part) or rejected. In the event that the Subscription is accepted, the Escrow Agent shall also e-mail the Subscriber a copy of the duly executed Agreement. If Subscriber’s subscription the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.terminate except with respect to any portion of the Commitment and accompanying Units successfully subscribed for. Opening Night Enterprises/Subscription Agreement & Investor Questionnaire/(2017/18) 3 (d) The aggregate maximum number of Securities shares of the Company’s Units that may be sold in this Offering shall not exceed 25,000,000 100,000 (the “Maximum OfferingUnits”). The Company may accept subscriptions until the termination earlier of: (1) Sale of the Maximum Units; (2) twelve months from the date that the Offering is qualified by the SEC, unless extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such additional period as may be sought to sell the Maximum Units (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the set an earlier Termination Date (each a “Closing Date”)and end the Offering. No minimum number of Units is required to be sold. (e) In the event of a rejection of this subscription Subscription in its entirety, or in the event the sale of the Securities Units (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 Sections 7, 8 and 9 hereof, which shall remain in force and effect. (f) The terms of this Agreement shall be binding upon the Subscriber and its permitted transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Transfers of Interests provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Opening Night Enterprises, LLC), Subscription Agreement (Opening Night Enterprises, LLC)

Subscription. (a1) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), number of Next Thing Technology Inc., a Delaware corporation (Shares indicated on the “Company”), signature page hereto at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions Share as set forth hereinin the Memorandum. The minimum subscription is $150100,000, provided that the Company may, in its sole discretion, accept subscriptions for less than such amount. The rights undersigned encloses herewith a check payable to "Energy BioSystems Corporation--Escrow Account" for the full amount of the Class A Common Stock are purchase price of the Shares for which the undersigned is subscribing (the "Payment"). The undersigned hereby acknowledges that the actual number of Shares which the undersigned will receive will be equal to the amount of the undersigned's subscription divided by the Purchase Price for the Shares as set forth defined in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Memorandum. (b2) Subscriber The undersigned understands that all payments by check of the Securities are being offered pursuant subscription amount provided in Paragraph (1) above shall be delivered to an offering circular SAMCO Capital Markets, Inc. (the “Offering Circular”"Placement Agent") filed with and, thereafter, such payment will be deposited as soon as practicable for the SEC as undersigned's benefit in a non-interest bearing escrow account. The payment (or, in the case of rejection of a portion of the undersigned's subscription, the part of the Offering Statement (SEC File No. [X])payment relating to such rejected portion) will be returned promptly, as may be amended from time to time. By executing this Subscription Agreement as provided hereinwithout interest, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of if the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s undersigned's subscription may be accepted or is rejected in whole or in part, . The Placement Agent and the Company expect to hold a closing of the Offering (the "Closing") at any time prior to after subscriptions for 1,000,000 Shares have been accepted and the stockholders of the Company have approved the Offering at a Closing Date (as hereinafter defined), duly called meeting. Upon receipt by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state requisite payment for notice filings before sales may all Shares to be made in such statepurchased by the subscribers whose subscriptions are accepted (each, if anya "Purchaser" and, collectively, the subscription may no longer be revoked "Purchasers") at the option Closing, the Shares so purchased will be issued in the name of each Purchaser, and the name of such Purchaser will be registered on the books of the Subscriber. In addition, Company as the Company, at its sole discretion, may allocate to Subscriber only a portion record owner of the number of Securities Subscriber has subscribed forsuch Shares. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejectedissue to each Purchaser the stock certificates representing the Shares purchased. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will The Shares may not be returned transferred prior to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminatethe Closing. (d3) The aggregate number undersigned hereby acknowledges receipt of Securities sold shall not exceed 25,000,000 a copy of the Memorandum, and hereby agrees to be bound thereby upon the (i) execution and delivery to the Company, in care of the Placement Agent, of the signature page to this Subscription Agreement, and (ii) acceptance at the Closing by the Company of the undersigned's subscription (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”"Subscription"). (e4) In The undersigned agrees that the event Company may, in its sole and absolute discretion, reduce the undersigned's subscription to any amount of rejection Shares that in the aggregate does not exceed the amount of Shares hereby applied for without any prior notice to or further consent by the undersigned. The undersigned hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Placement Agent, each of the foregoing acting singly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the undersigned's name, place and stead, to amend this Subscription Agreement and the Questionnaire, including in each case the undersigned's signature page thereto, to effect any of the foregoing provisions of this subscription in its entirety, or Paragraph (4). (5) The undersigned acknowledges that (i) the issuance of the Shares is subject to the approval of the stockholders of the Company at a duly called meeting; (ii) the Company cannot assure the undersigned that it will be able to obtain favorable votes from the required number of stockholders at the meeting; and (iii) in the event that the sale Company does not obtain the required stockholder approval, the Company will refund the undersigned's subscription without interest. The Company agrees that it will submit the Offering to its stockholders for approval at the 1999 Meeting of Stockholders of the Securities (Company which is anticipated to be held on or any portion thereof) is not consummated before May 31, 1999. Upon approval of the Offering by stockholders owning a majority of the outstanding shares entitled to vote at the meeting, and assuming that subscription for any reasonthe minimum amount required have been received, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectthe Company may conduct a closing on the Offering.

Appears in 2 contracts

Sources: Subscription Agreement (Energy Biosystems Corp), Subscription Agreement (Energy Biosystems Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase shares of Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.Flower Turbines, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 12.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150600.00. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,000,000 (the “Maximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Flower Turbines, Inc.), Subscription Agreement (Flower Turbines, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.Sin City Bad Babies, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (Sin City Bad Babies, Inc.), Subscription Agreement (Sin City Bad Babies, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.Philadelphia Powderkegs, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (Philadelphia Powderkegs, Inc.), Subscription Agreement (Philadelphia Powderkegs, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock membership interests (the “Securities” or “Shares)) of Series [XXX], a Series of Next Thing Technology Inc.Freeport Holdings Series LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $3.00 [XX.XX] per share of Class A Common Stock Share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150[XXX].00 or [XXX] Shares. The rights and preferences of the Class A Common Stock shares are as set forth in the Restated Certificate Limited Liability Company Agreement of IncorporationFreeport Holdings Series LLC, dated November 21, 2022, as amended from time to time (the “Operating Agreement”) and the Series Operating Agreement for Series [XXX], each of, or the form of which is filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXX] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. 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. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Managing Member the power of attorney described therein). (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder related to such rejected subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 [XXX] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Providing that subscriptions for [XXX] Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 2 contracts

Sources: Subscription Agreement (Freeport Holdings Series LLC), Subscription Agreement (Freeport Holdings Series LLC)

Subscription. (a) The Subject to the terms and conditions hereof, and in reliance upon the representations and warranties contained in this subscription agreement (this “Subscription Agreement”), the undersigned (the SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock, par value $0.001 per share (the SecuritiesShares”), of Next Thing Technology Inc.COMMONWEALTH CREDIT PARTNERS BDC I, a Delaware corporation INC. (the “Company”) on the terms and conditions described herein, in the Company’s disclosure package consisting of the materials listed in Appendix F hereto (together with any appendices and supplements thereto, the “Disclosure Package”), at a purchase price in the Company’s Amended and Restated Certificate of $3.00 per share of Class A Common Stock Incorporation (the “Per Security PriceCharter”), upon in the Company’s Bylaws (the “Bylaws”), in the Investment Advisory and Management Agreement by and between the Company and COMMONWEALTH CREDIT ADVISORS LLC (the “Adviser”) (the “Investment Advisory Agreement”) and in the Administration Agreement between the Company and COMMONWEALTH CREDIT ADVISORS LLC (in such capacity, the “Administrator”) (the “Administration Agreement” and together with the Charter, the Bylaws, the Investment Advisory Agreement and the Disclosure Package, the “Operative Documents”). The Investor has received the Operative Documents. The Company expects to enter into separate subscription agreements (the “Other Subscription Agreements”) with other investors (the “Other Investors,” and together with the Investor, the “Investors”), providing for the sale of Shares to the Other Investors. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Investors are to be separate sales. (b) The Investor agrees to purchase Shares for an aggregate purchase price equal to the amount set forth on the signature page hereof (the “Capital Commitment”), payable at such times and in such amounts as required by the Company, under the terms and subject to the conditions set forth herein. The minimum subscription is $150. The rights of On each Drawdown Date (as defined below), the Class A Common Stock are as set forth in Investor agrees to purchase from the Restated Certificate of IncorporationCompany, filed as Exhibit 2.1 and the Company agrees to issue to the Offering Statement Investor, a number of Shares equal to the Company filed with Drawdown Share Amount (as defined below) at an aggregate price equal to the SEC Drawdown Purchase Price (the “Offering Statement”as defined below). ; provided, however, that in no circumstance will an Investor be required to purchase Shares for an amount in excess of its Unused Capital Commitment (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 Offering Statement (SEC File No. [X]defined below), 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) The Subscriber’s subscription may be accepted To accommodate the legal, tax, regulatory or 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 fiscal concerns of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if anycertain Other Investors, the subscription Adviser may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate determine to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is 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 25,000,000 allow certain Other Investors (the “Maximum OfferingFully Funded Other Investors). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time ) to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)fully fund their Capital Commitment. (e) 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 (Commonwealth Credit Partners BDC I, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock the number of membership interests, which we refer to herein as shares (the “Securities”)) of %%NAME_OF_ISSUER%%, of Next Thing Technology Inc., a Delaware corporation (the “Company”), a Delaware limited liability company (the “Master LLC”) set forth on the signature page hereof at a purchase price of $3.00 57.50 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth hereinshare. The minimum subscription investment amount is $15024,955.00 or 434 shares of the Company; provided that the Company may accept a lower investment amount in its sole discretion. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate Limited Liability Company Agreement of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC StartEngine Private LLC (the “Offering StatementMaster Operating Agreement”) and the Limited Liability Company Agreement of %%NAME_OF_ISSUER%% (the “Series Operating Agreement”, and collectively with the Master Operating Agreement, the “Operating Agreements”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (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 hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto Agreement and any other information required by the Subscriber to make an investment decision. (c) The SubscriberEffective upon the Company’s subscription acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Series Operating Agreement as if the Subscriber were a party to it (and grants to the Manager and the Liquidating Trustee, if applicable, the power of attorney described therein). (d) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration receipt of the period specified funds in Subscriber’s state for notice filings before sales may be made accordance with Section 2(a) below and confirmation of accredited investor status in such state, if anyaccordance with Section 4(d), the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all (of such rejected portion) of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number amount of Securities sold shall not exceed 25,000,000 $%%MAX_FUNDING_AMOUNT%% , unless otherwise increased by the Company in its sole discretion (the “Maximum Offering”). The Company may accept subscriptions until %%FUNDING_END_DATE%%, unless otherwise extended by the termination of the Offering Company in accordance with its terms sole discretion (the “Termination Date”). The Providing that subscriptions for 434 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Purchase Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Stock, no par value (the “Securities”), of Next Thing Technology Olive Tree People Inc., a Delaware California corporation (the “Company”), at a purchase price of $3.00 1.25 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. 750.00 The rights of the Class A Common Stock are as set forth in the Restated Certificate Article of Incorporation, as amended, filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 12,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (Olive Tree People Inc)

Subscription. (a) The undersigned (the SubscriberPurchaser”) by execution of this Subscription Agreement (“Subscription Agreement”), intending to be legally bound, hereby subscribes for and irrevocably agrees to purchase Class A Common Stock (the “Securities”)from The Coretec Group, of Next Thing Technology Inc., a Delaware an Oklahoma corporation (the “Company”) the number of shares (the “Shares”) of the Company’s Series D Convertible Preferred Stock, par value $0.0002 per share (the “Preferred Stock”), set forth on the signature page hereto at a purchase price of equal to $3.00 100.00 per share of Class A Common Stock Share, for the aggregate subscription price set forth on the signature page hereto (the “Per Security Purchase Price”), upon . Each share of Series D Preferred Stock shall be convertible at a fixed conversion price equal to $0.015 pursuant to the terms and conditions set forth hereinin the Certificate of Designations, and subject to any further adjustment(s) set forth therein. The minimum subscription is $150. The rights rights, limitations and preferences of the Class A Common Preferred Stock are as set forth in the Restated Certificate of Incorporation, filed Designation attached hereto as Exhibit 2.1 B, including the right of the holder to convert such Shares into the Company’s common stock, par value $0.0002 per share (the “Common Stock”), or exchange for certain securities of a third party that the Company intends to acquire using a portion of the proceeds from this offering. The Preferred Stock and the Common Stock issuable upon conversion of the Preferred Stock shall be collectively referred to as the “Securities” throughout this Subscription Agreement. If this subscription is accepted, the Company will signify such acceptance by executing counterparts of this Subscription Agreement and causing one such mutually executed counterpart to be returned to the undersigned. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement and all attachments, schedules and exhibits hereto (collectively, the “Subscription Agreement”), including but not limited to the risk factors (“Risk Factors”) set forth on Schedule I hereto, relating to the offering (the “Offering”) by the Company of up to a maximum of 150,000 Shares (the “Maximum Offering Statement Amount”). By execution hereof, Purchaser acknowledges that this is an unregistered offering of restricted securities, which securities, subject to the satisfaction of certain requirements, may be sold in accordance with Rule 144. Rule 144 requires at least a six month holding period before the Securities can be publicly traded (which holding period could be significantly longer in the event the Company’s public filings are not “current,” as required under Rule 144). Although the Company is currently a reporting issuer in the United States, there is no assurance that it will remain a reporting issuer and/or remain in compliance with all requirements, including without limitation the timely filing of its periodic reports, that allow for Purchasers to transfer restricted securities of the Company in reliance upon Rule 144 or any other exemption to the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”). Purchasers further acknowledge that the Company faces a due date for filing significant financial reporting requirements in connection with the transactions consummated on August 21, 2024, as described in the Company’s Current Report on Form 8-K filed with the SEC (on August 22, 2024. The failure to file such financial reports would constitute a failure to remain “current,” as required under Rule 144, and may compromise or preclude the “Offering Statement”). (b) Subscriber understands availability of Rule 144 for resale of the Shares or Common Stock underlying the Shares. Purchaser acknowledges that the Securities net proceeds of this Offering will be applied to purposes as described in Schedule II hereto. The Company’s management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. Purchasers are being offered pursuant urged to an offering circular (consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the “Offering Circular”) filed Company and to carefully review, with the SEC as part assistance of their attorneys, accountants and personal investment advisors, the Risk Factors set forth on Schedule I hereto, all 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 Company’s public filings and the effects of the Common Stock Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an on Purchasers’ investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 effectSecurities.

Appears in 1 contract

Sources: Subscription Agreement (Coretec Group Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology Inc.Global Health Solutions, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 11.26 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150990.88. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,332,149 (the “Maximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Global Health Solutions, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.Florida Mangoes Wild, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (Florida Mangos Wild, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”)) of Streamline USA, of Next Thing Technology Inc., a Delaware Wyoming corporation (the “Company”), at a purchase the price of $3.00 per share of Class A Common Stock set forth on the Platform’s investment page (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150500. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate of Incorporation, filed Incorporation which appear as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated August 27, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) 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 with respect to such rejected subscription or portion thereof shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 30,000,000 (the “Maximum Offering”). The Company may accept subscriptions until one year from the termination of qualification date unless otherwise extended by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) Buyer hereby subscribes for and agrees to purchase Class A Common that number of shares of the Seller's Series B-2 Convertible Preferred Stock (the “Securities”Series B-2 Convertible Preferred Stock being hereinafter referred to as the "Preferred Shares"), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of par value $3.00 0.01 per share of Class A Common Stock (the “Per Security Price”), upon which shares are convertible on the terms and conditions set forth hereinin the instruments governing the Preferred Shares into a certain number of shares (the "AUGI Conversion Shares") of the common stock of the Seller, $0.01 par value per share (the "AUGI Common Stock")). The minimum subscription is $150. The rights undersigned Buyer also hereby subscribes for and agrees to purchase a certain number of warrants (the "AUGI Warrants") to purchase a certain number of shares (the "AUGI Warrant Shares") of the Class A AUGI Common Stock are as set forth in the Restated Certificate Stock. Pursuant to SECTION 3(O)(B) of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (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 the Buyer also shall have the right, on the terms and conditions set forth in said SECTION 3(O)(B), to acquire a certain number of warrants (the "eXodus Warrants") to purchase a certain number of shares (the "eXodus Warrant Shares") of the Offering Circular and Offering Statement including exhibits thereto and any other information required by common stock (the Subscriber to make an investment decision. "eXodus Common Stock") of eXodus Technologies, Inc. (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"eXodus"), by the Company at its sole discretion. Upon the expiration a corporation which is a subsidiary of the period specified in Subscriber’s state for notice filings before sales may be made in such stateSeller. The Preferred Shares, the AUGI Conversion Shares, the AUGI Warrants, and the AUGI Warrant Shares and, if anythey become issuable in the future in accordance with the terms of SECTION 3(O)(B) of this Subscription Agreement, the subscription may no longer be revoked at eXodus Warrants and the option eXodus Warrant Shares, are sometimes hereinafter referred to as the "Securities". The number of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion shares of Preferred Shares and the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted AUGI Warrants the Buyer hereby subscribes for and agrees to purchase are set forth below Buyer's name on the signature page hereof, and the aggregate purchase price (whether in whole or in partthe "Purchase Price") or rejected. If Subscriber’s subscription is 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 for such number of Securities sold shall not exceed 25,000,000 Preferred Shares and AUGI Warrants (NOT including the “Maximum Offering”). The Company may accept subscriptions until additional price to be paid in order to exercise the termination of AUGI Warrants or to acquire and exercise the Offering in accordance with its terms (eXodus Warrants, should the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereofsame become issuable) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 also set forth below Buyer's name on the signature page hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (American United Global Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees Subject to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights hereof, at the Closing, the Subscriber hereby agrees to subscribe for and purchase, and the SPAC hereby agrees to issue and sell to Subscriber, upon the payment of the Class A Common Stock are Purchase Price, the Committed Shares as set forth in on the Restated Certificate signature page of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)this Subscription Agreement. (b) Subscriber understands that Notwithstanding anything to the Securities are being offered pursuant to 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 contrary contained in this Subscription Agreement, copies if (i) the Subscriber holds any Class A Shares acquired after the date hereof, along with any related Redemption Rights (such shares acquired after the date hereof, the “Eligible Shares”) as of the Offering Circular fifth calendar day after the effectiveness of Westrock’s Registration Statement on Form S-4 and Offering Statement including exhibits thereto the SPAC’s Proxy Statement; and (ii) the Subscriber (1) does not exercise any other information required right to redeem or convert Class A Shares in connection with the redemption conducted by the SPAC in accordance with the SPAC’s organizational documents and final IPO prospectus in conjunction with the Closing (“Redemption Rights”) with respect to such Eligible Shares (including revoking any prior redemption or conversion elections made with respect to such Eligible Shares), (2) does not Transfer such Eligible Shares prior to the Closing Date, (3) does not vote such Eligible Shares with respect to any proposal contained in the SPAC’s proxy statement seeking stockholder approval of the Transactions (the “Proxy Statement”), and (4) notifies the SPAC of purchase price paid for each Eligible Share, then such Eligible Shares shall be “Non-Redeemed Shares”, and the number of Committed Shares the Subscriber is obligated to make an investment decision. (c) The Subscriber’s subscription purchase under this Subscription Agreement may be accepted reduced by the number of Non-Redeemed Shares. In order to decrease the Committed Shares, the Subscriber must, at least five Business Days prior to the date of the SPAC’s special stockholders meeting to be held pursuant to the Proxy Statement, deliver to the SPAC a certificate in the form attached hereto as Annex A, and shall further, upon the SPAC’s request, promptly provide such additional documents reasonably requested by the SPAC relating to the Eligible Shares. For purposes of this Section 1(b), “Transfer” means any (x) sale, offer to sell, contract or rejected agreement to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to any relevant securities, (y) entry into any swap or other arrangement that transfers to another, 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 economic consequences of ownership of any relevant securities, or (z) public announcement of any intention to effect any transaction 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 clause (whether in whole or in partx) or rejected. If Subscriber’s subscription is 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 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”y). (e) 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 (Riverview Acquisition Corp.)

Subscription. (a) The undersigned (“Subscriber”) Buyer hereby subscribes for and agrees to purchase Class A Common Stock from the Company the number of shares (the “Securities”"Preferred Shares") of Series A Convertible Preferred Stock, $1.00 par value (the "Preferred Stock"), of Next Thing Technology Inc.the Company set forth on the signature page of this Agreement, a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon having the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate form of IncorporationArticles of Amendment of the Company's Articles of Incorporation attached hereto as Annex I (the "Articles of Amendment") at the price per share and for the aggregate purchase price set forth on the signature page of this Agreement (the "Purchase Price"). In connection with the purchase of the Preferred Shares by the Buyer, filed as Exhibit 2.1 the Company shall issue to the Offering Statement of Buyer at the Company filed with closing on the SEC (the “Offering Statement”). (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 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) 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), defined herein) Common Stock Purchase Warrants in the form attached hereto as Annex II (the "Warrants") to purchase a number of shares of Common Stock equal to the quotient obtained by dividing (i) the Company at its sole discretion. Upon quotient obtained by dividing (x) the expiration Purchase Price by (y) the average Closing Bid Price (as defined in the Articles of Amendment) of a share of Common Stock for the five Trading Days (as defined in the Articles of Amendment) immediately prior to the Closing Date by (ii) ten (subject to adjustment after issuance of the period specified Warrants as provided in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”Warrants). The Company may accept subscriptions until the termination shares of Preferred Stock issuable pursuant to Section 5 of the Offering in accordance with its terms (Articles of Amendment as dividends on the “Termination Date”). Preferred Shares are referred to herein as the "Dividend Shares." The Company may elect at any time to close all or any portion shares 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 Common Stock issuable upon exercise of the Securities (or any portion thereof) is not consummated for any reasonWarrants are referred to herein as the "Warrant Shares." The Warrant Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares and the Dividend Shares are referred to herein collectively as the "Common Shares." The Common Shares, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force the Preferred Shares and effectthe Dividend Shares are referred to herein collectively as the "Shares." The Shares and the Warrants are referred to herein collectively as the "Securities."

Appears in 1 contract

Sources: Subscription Agreement (Unicomp Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase shares of Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.F▇▇▇▇▇ ▇▇▇▇▇▇▇ Laboratories, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 10.67 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150490.82. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.4 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 937,207, plus up to 281,162 bonus shares (the “Maximum Offering”). The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Fisher Wallace Laboratories, Inc.)

Subscription. (a) The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc.from Contact Gold Corp., a Delaware Nevada corporation (the "Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”"), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights , such number of units of the Class A Common Stock are Company ("Units") as set forth in on the Restated Certificate of Incorporationsignature page hereto, filed as Exhibit 2.1 for an aggregate purchase price (the "Purchase Price") equal to the Offering Statement product of (x) the aggregate number of Units the Subscriber has agreed to purchase and (y) the purchase price per Unit (the "Subscription Price") as set forth on the signature page hereto. Each Unit consisting of one share of common stock, par value US$0.001 per share, of the Company filed with the SEC (the “Offering Statement”"Unit Shares"), and one-half of one warrant of the Company (a "Warrant"). Each whole Warrant is exerciseable by the holder thereof to acquire, subject to adjustment in certain circumstances, one share of common stock of the Company (a "Warrant Share") at an exercise price of Cdn$●, on or before 4:30 p.m. (Vancouver time) on the date that is ● months from the Closing Date. The Warrants are governed by the terms of a Warrant Indenture (the "Warrant Indenture") between the Company and Computershare Trust Company of Canada (the "Warrant Agent"). (b) The Subscriber understands that the Securities Units are being offered pursuant to an offering circular (the "Offering Circular") filed with the SEC as part of the Offering Statement on Form 1-A (SEC File No. [X]the "Offering Statement"), as may be amended from time to time. By executing this Subscription Agreement as provided hereinAgreement, the Subscriber acknowledges that Subscriber it 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) The Subscriber’s 's subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter 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 the Subscriber only a portion of the number of Securities the Units that the Subscriber has subscribed for. The Company will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber’s 's subscription is rejected, the Subscriber’s 's payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and all of the Subscriber’s 's obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Units (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 4 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Contact Gold Corp.)

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby subscribes for and agrees commits to purchase Class A Common Stock _____________ Units of the Company (the “Securities”), must subscribe to a minimum of Next Thing Technology Inc., a Delaware corporation (the “Company”1 Unit), at a purchase price of $3.00 500.00 per share Unit, for a total purchase price of Class A Common Stock (the “Per Security Price”)$_____________________, upon the terms and conditions set forth hereinherein (the or this “Subscription”). The minimum subscription total purchase price for the Subscription is $150payable in the manner provided in Section 3 below. The rights of the Class A Common Stock Units being subscribed for under this Agreement are sometimes referred to herein as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering StatementSecurities.). (b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an offering circular (the “Offering Circular”) filed with the SEC as part Circular and attached Operating Agreement. A full description of the Securities and 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 is set forth in the Offering Circular and accompanying Operating Agreement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Statement including exhibits thereto Circular, Operating Agreement and any other information required requested by the Subscriber in writing to make an investment decisiondecision with respect to the Securities. (c) The Subscriber’s subscription This Subscription may be accepted or rejected rejected, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at in its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at in its sole discretion, may allocate to the Subscriber only a portion of the number of Securities Subscriber has Units subscribed for. The Company Escrow Agent (as defined in Section 3 below) will notify the Subscriber whether this subscription via e-mail in each of the following instances: (i) when the Subscriber’s Closing Documents (as defined in Section 3 below) are received; (ii) when the Subscriber’s Commitment sums are received; and (iii) if and when the Subscriber’s Subscription is accepted (whether in whole or in part) or rejected. In the event that the Subscription is accepted, the Escrow Agent shall also e-mail the Subscriber a copy of the duly executed Agreement. If Subscriber’s subscription the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.terminate except with respect to any portion of the Commitment and accompanying Units successfully subscribed for. Opening Night Enterprises/Subscription Agreement & Investor Questionnaire/(2017/18) (d) The aggregate maximum number of Securities shares of the Company’s Units that may be sold in this Offering shall not exceed 25,000,000 100,000 (the “Maximum OfferingUnits”). The Company may accept subscriptions until the termination earlier of: (1) Sale of the Maximum Units; (2) twelve months from the date that the Offering is qualified by the SEC, unless extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such additional period as may be sought to sell the Maximum Units (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the set an earlier Termination Date (each a “Closing Date”)and end the Offering. No minimum number of Units is required to be sold. (e) In the event of a rejection of this subscription Subscription in its entirety, or in the event the sale of the Securities Units (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 Sections 7, 8 and 9 hereof, which shall remain in force and effect. (f) The terms of this Agreement shall be binding upon the Subscriber and its permitted transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Transfers of Interests provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Opening Night Enterprises, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Saleen Automotive, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 1.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150500.00. The rights of the Class A Common Stock are as set forth in the Restated Company’s Certificate of Incorporation, Incorporation and Bylaws filed as Exhibit 2.1 Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 30,000,000 shares of Common Stock, 9,000,000 of which are being sold by certain of the Company’s existing stockholders (collectively, the “Maximum OfferingSelling Stockholders”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).

Appears in 1 contract

Sources: Subscription Agreement (Saleen Automotive, Inc.)

Subscription. (a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the SecuritiesShares)) of TCW Middle Market Lending Opportunities BDC, of Next Thing Technology Inc., a Delaware corporation Inc. (the “Company”) pursuant to the Offer to Exchange included as an exhibit to the Schedule TO filed by TCW Direct Lending LLC (“Direct Lending”) (together with any exhibits, appendices and supplements thereto, the “Offer to Exchange”) with the U.S. Securities and Exchange Commission and agrees to be bound by the terms and conditions described in (i) this subscription agreement (this “Agreement”), at a purchase price (ii) the Company’s Amended and Restated Certificate of $3.00 per share of Class A Common Stock Incorporation (as the same may be amended and/or restated from time to time, the “Certificate”), (iii) the Company’s Amended and Restated Bylaws (as the same may be amended and/or restated from time to time, the “Bylaws”), (iv) the Investment Advisory and Management Agreement between the Company and TCW Asset Management Company LLC (the “Per Security PriceAdviser”) (as the same may be amended and/or restated from time to time, the “Advisory Agreement”) and (v) the Administration Agreement between the Company and the Adviser (as the same may be amended and/or restated from time to time, the “Administration Agreement”). The Subscriber has received the Offer to Exchange, the Certificate, the Bylaws, the Advisory Agreement and the Administration Agreement. The Company expects to enter into separate subscription agreements (the “Other Subscription Agreements,” and, together with this Agreement, the “Subscription Agreements”) with other subscribers (the “Other Subscribers,” and together with the Subscriber, the “Subscribers”), providing for the sale of Shares to the Other Subscribers. This Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Subscribers are to be separate sales. Capitalized terms used but not defined herein have the meanings ascribed to them in the Offer to Exchange. For the avoidance of doubt, the term “Shares” includes all shares of common stock of the Company beneficially owned or held of record from time to time by the Subscriber, whether acquired in the Exchange, under this Agreement (including shares acquired pursuant to dividend reinvestment) or otherwise, and any securities of the Company issued with respect to, upon conversion or reclassification, or in exchange or substitution for such shares or other securities (including without limitation, in connection with a stock split, stock dividend, recapitalization, reorganization or similar transaction). (b) The Subscriber agrees, in addition to those Shares acquired by operation of the Exchange, to purchase Shares for an aggregate purchase price equal to the pro rata portion of the Subscriber’s Available Commitment to Direct Lending (as such term is defined in the Amended and Restated Limited Liability Company Agreement of Direct Lending, dated as of September 19, 2014 (as the same may be amended and/or restated from time to time, the “Direct Lending LLC Agreement”)) corresponding to the percentage of Units the Subscriber is electing to tender in the Exchange, relative to all Units held by the Subscriber (such amount, the Subscriber’s “Adjusted Available Commitment”) as of the date of the Company’s acceptance of the Subscriber’s subscription (the “Capital Commitment”), payable at such times and in such amounts as determined by the Company in its sole discretion, under the terms and subject to the conditions set forth herein. The minimum subscription Subscriber agrees and acknowledges that (x) its Capital Commitment will equal its Adjusted Available Commitment, (y) the Available Commitment on which it is $150. The rights based is defined in the Direct Lending LLC Agreement and includes its undrawn commitment to Direct Lending plus amounts which are recallable pursuant to Section 4.5.3 of the Class A Common Stock are as set forth in Direct Lending LLC Agreement and (z) the Restated Certificate Subscriber has been afforded an opportunity to confirm the amount of Incorporation, filed as Exhibit 2.1 its Available Commitment prior to the Offering Statement execution and delivery of the Company filed with the SEC (the “Offering Statement”). (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 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing . On each Capital Drawdown Date (as hereinafter defineddefined below), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, Subscriber agrees to purchase from the Company, at its sole discretionand the Company agrees to issue to the Subscriber, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is 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 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior Shares equal to the Termination Date Drawdown Share Amount (each as defined below) at an aggregate price equal to the Drawdown Purchase Price (as defined below); provided, however, that in no circumstance will a “Closing Date”Subscriber be required to purchase Shares for an amount in excess of its Unused Capital Commitment (as defined below). (e) 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 (TCW Direct Lending LLC)

Subscription. (a) 1.1 The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase that number of Units as is set forth on the cover page of this Subscription Agreement at the price per Class A Common Stock (of Unit shown on the “Securities”)cover page of this Subscription Agreement, for the aggregate price shown on the cover page of Next Thing Technology Inc.this Subscription Agreement, a Delaware corporation (which is tendered herewith, on the “Company”), at a purchase price basis of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon representations and warranties and subject to the terms and conditions set forth hereinin this Subscription Agreement (collectively, the “Subscription”). The minimum subscription is $150. The rights of the Class A Common Stock Units are those described as set forth such in the Restated Certificate of IncorporationOffering Memorandum prepared by the Trust dated May 30, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC 2017 (the “Offering StatementMemorandum). (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 Offering Statement (SEC File No. [X]), as may be amended and restated from time to time. By executing this Subscription Agreement as provided herein, . 1.2 The Subscriber acknowledges that the Units have been offered to the Subscriber has received access as part of an offering by the Trust of additional Units to other subscribers. 1.3 All dollar amounts referred to in this Subscription Agreement, copies including the schedules, appendices, certificates and attached hereto, are in lawful money of Canada, unless otherwise indicated. 1.4 Subject to the Offering Circular terms hereof, the Subscription will be effective upon its acceptance by the Trust. The Subscriber acknowledges and Offering Statement including exhibits thereto agrees that this Subscription Agreement and any other information required documents delivered in connection herewith will be held by or on behalf of the Trust, and that the aggregate price will be held by or on behalf of the Trust. In the event that this Subscription is not accepted by the Trust for whatever reason, which the Trust expressly reserves the right to do, the Trust will return the aggregate price to the Subscriber to make an investment decision. (c) The at the address of the Subscriber as set forth on the cover page of this Subscription Agreement, or as otherwise directed by the Subscriber’s subscription may be , without interest or deduction. If this Subscription is accepted or rejected in whole or only in part, at any time prior to the Subscriber understands that a Closing Date (as hereinafter defined), by cheque representing 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 aggregate price for that portion of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription the Subscription that is not accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned promptly delivered to the Subscriber at the address of the Subscriber as set forth on the cover page of this Subscription Agreement, or as otherwise directed by the Subscriber, without interest and all of Subscriber’s obligations hereunder shall terminateor deduction. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (individually and/or collectively, the SubscriberPurchaser”) hereby subscribes for and agrees applies to purchase Class A Common Units composed of (i) one share of Series B Redeemable Convertible Preferred Stock (the “SecuritiesSeries B Preferred Stock” or the “Shares)) of Generation Hemp, of Next Thing Technology Inc., a Delaware Colorado corporation (the “Company”), and (ii) one warrant (the “Warrant(s)”) exercisable for shares of common stock of the Company (the “Common Stock”), in accordance with the terms and conditions of this Subscription Agreement (this “Subscription”) and form of Warrant which is attached as Exhibit B hereto, at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering StatementPrice”) of $10,000 per Unit (collectively the “Units”). This Subscription is one of several Subscriptions to be entered into by and between the Company and Purchasers, pursuant to which the Company will raise up to $3,000,000 or such greater amount as the Company’s Board of Directors may so determine without notice or consent by any prior or future Purchasers (the “Offering”). The Purchaser acknowledges and understands that the Offering of the Units is being made without registration of the Units, the Series B Preferred stock, the Warrant or the Common Stock for which the Warrant is exercisable, under the Securities Act of 1933, as amended (the “Securities Act”), or any securities “blue sky” or other similar laws of any state. (b) Subscriber understands that Before this Subscription is considered, the Securities are being offered pursuant Purchaser must complete, execute and deliver to an offering circular the Company the following: (i) This Subscription; (ii) Certificate of Designation for the “Offering Circular”Corporation’s Series B Redeemable Convertible Preferred Stock attached hereto as Exhibit A; (iii) filed The Form of Warrant attached hereto as Exhibit B; (iv) The Certificate of Accredited Investor Status, attached hereto as Exhibit C; and (v) The Purchaser’s aggregate payment in the amount of $ in exchange for Units purchased, or wire transfer sent to the Company in accordance with wire transfer instructions which the SEC as part Company will provide at the request 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 decisionPurchaser. (c) The SubscriberThis Subscription is irrevocable by the Purchaser. (d) This Subscription is not transferable or assignable by the Purchaser. ________ Purchaser’s subscription Initials 1 Subscription Agreement Generation Hemp, Inc. (e) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at in its sole discretiondiscretion prior to the applicable Closing (as defined in Section 1(g) hereof), regardless of whether Purchaser’s funds have theretofore been deposited by the Company. Upon Purchaser’s execution and delivery of this Subscription will not constitute an agreement between the expiration of undersigned and the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, Company until this Agreement has been accepted and executed by the subscription may no longer be revoked at the option of the SubscriberCompany. In addition, the event this Subscription is rejected by the Company, at its sole discretion, may allocate to Subscriber only a portion of all funds and documents tendered by the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will Purchaser shall be returned to Subscriber without interest and all of Subscriber’s the parties' obligations hereunder hereunder, shall terminate. (df) The aggregate Each Purchaser shall be issued at Closing two-year Warrants in substantially the form attached hereto as Exhibit A to acquire up to that number of Securities sold shall not exceed 25,000,000 additional shares of Common Stock equal to two hundred percent (200%) of the number of shares of common stock that each share of Series B Preferred is convertible and exercisable only for a cash Purchase Price of $0.352 per share (the shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrant collectively are referred to herein as the Maximum OfferingWarrant Shares”). The Company may accept subscriptions until Shares, the termination Warrant and the Warrant Shares collectively are referred to herein as the “Securities”. (g) The sale of the Offering Units will take place in accordance with its terms one or more closings (the “Termination Date”). The Company may elect at any time to close all Closing” or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”), the first of which is scheduled to close on or about December 30, 2020, subject to the satisfaction of all parties hereto of their obligations herein. The minimum investment amount shall be $50,000 by each Purchaser in the Offering, although the Company may waive this minimum in its sole discretion and accept lesser investment amounts from Purchasers. The maximum Offering size shall be 300 Units. There shall be no minimum Offering size. Purchaser acknowledges and agrees that their subscription is irrevocable and binding on the part of the Purchaser and that once the funds have been tendered, the Company may conduct a Closing without any consent or notice to the Purchaser. Once a Closing has occurred, the subscribed funds will become assets of the Company and will be available for use by the Company as described herein. (eh) In The Company plans to use the event proceeds from the Offering for acquisitions, capital expenditures, and general working capital purposes. (i) Purchaser hereby agrees not to, and will cause its affiliates not to, enter into any “put equivalent position” as such term is defined in Rule 16a-1 under the Securities Exchange Act of rejection of this subscription in its entirety1934, as amended (the “Exchange Act”), or Short Sale (as defined below) position (a) with respect to the Securities; or (b) with respect to the Company’s Common Stock, prior to the exercise in the event the sale full of the Securities (Warrants by the Purchaser, 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 effectexpiration of the Warrants held by the Purchaser.

Appears in 1 contract

Sources: Subscription Agreement (Generation Hemp, Inc.)

Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase, at a purchase Class A Common Stock price of $1.145 per Unit (the “SecuritiesPer Security Price”), the number of units set forth on the signature page hereof (the “Units”), each unit comprised of one share of Non-Voting Common Stock, par value $0.0001 (the “Non-Voting Common Stock”), of Next Thing Technology Crush Capital Inc., a Delaware corporation (the “Company”), at and a warrant to purchase price one-half of $3.00 per one share of Class A Non-Voting Common Stock for an additional $1.45 per whole share of Non-Voting Common Stock (the “Per Security PriceWarrant) (which Warrant may only be exercised for a whole number of shares), of the Company, upon the terms and conditions set forth herein. The minimum subscription is $1501,145.00, or 1,000 Units. The shares of Non-Voting Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the shares of Non-Voting Common Stock issuable upon exercise of the Warrants are also referred to as the “Securities.” The rights of the Class A shares of Non-Voting Common Stock are as set forth in the Amended and Restated Certificate of IncorporationIncorporation and Bylaws, filed as Exhibit 2.1 amended, of the Company available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)) and the terms of the Warrants are as set forth in the Warrant Agreement, available in the Exhibits to the Offering Statement. In this Subscription Agreement, the shares of Non-Voting Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Non-Voting Common Stock issuable upon exercise of Warrants are referred to as the “Warrant Shares. (b) Subscriber Investor understands that the Securities are being offered pursuant to an offering circular Offering Circular dated __________________, 2021 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinsubscribing to the Offering, Subscriber Investor acknowledges that Subscriber Investor has received access to and reviewed this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Securities. (c) The SubscriberInvestor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to a the applicable Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber Units that Investor has subscribed forto purchase hereunder. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. If SubscriberInvestor’s subscription is rejected, SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to Subscriber Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminateterminate with respect to the rejected subscription (or portion thereof). (d) The aggregate number of Securities that may be sold in this offering shall not exceed 25,000,000 17,480,000 Units (the “Maximum OfferingUnits”), of which 13,985,550 Units are comprised of 13,985,550 Unit Shares and 13,985,550 Warrants both being offered by us and of which 3,493,450 Units are comprised of 3,493,450 Unit Shares being offered by certain stockholders of the Company (the “Selling Stockholders”) and 3,493,450 Warrants being offered by us. The Company may accept subscriptions until the termination of Maximum Units have been sold, unless earlier terminated by the Offering Company in accordance with its terms sole discretion (the “Termination Date”). The There is no minimum offering amount and the Company may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Units (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Crush Capital Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A units comprised of one share of Common Stock Stock, par value $0.001 (the “SecuritiesCommon Stock”), of Next Thing Technology IdBase Technologies, Inc., a Delaware corporation (the “Company”), and a warrant to purchase one share of Common Stock (the “Warrant”), of the Company (the “Units”) , at a purchase price of $3.00 0.40 per share of Class A Common Stock Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150510.00 and will include an Investor Processing Fee of 2% to the Company to help offset transaction costs. The shares of Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the shares Common Stock issuable upon exercise of the Warrants are also referred to as the “Securities.” The rights of the Class A Common Stock are as set forth in the Restated Certificate of IncorporationIncorporation of the Company, as amended (the “Certificate”), filed as an Exhibit 2.1 to the Form C Offering Statement Memorandum of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering CircularForm C”) filed with and the SEC terms of the Warrants are as set forth in the Form of Warrant and Form of Warrant Agency Agreement attached as Appendices B and C, respectively, to this Subscription Agreement. In this Subscription Agreement, the shares of Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Common Stock issuable upon exercise of the Warrants are referred to as the “Warrant Shares.” Any description of the Securities that appears in the Offering Statement (SEC File No. [X]), as may be amended from time to timeMaterials is qualified in its entirety by such document. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement Form C including exhibits thereto and any other information required by the Subscriber to make an investment decision. (ci) Subscriber acknowledges that Subscriber has read the educational materials on the landing page, and has been informed of Subscriber’s right to cancel the investment up to 48-hours prior to the Closing Date or Termination Date (both described below), whichever comes first; however, once the Subscription Agreement is accepted by the Company there is no cancelation right; (ii) Subscriber acknowledges that there may be promoters for this Offering, and in the case that there are any communications from promoters, the promoter must clearly disclose in all communications the receipt of compensation, and that the promoter is engaged in promotional activities on behalf of the Issuer. A promoter may be any person who promotes the Issuer's offering for compensation, whether past or prospective, or who is a founder or an employee of an issuer that engages in promotional activities on behalf of the Issuer; and (iii) Subscriber acknowledges that Subscriber has been informed of the compensation that DealMaker Securities LLC and affiliates receives in connection with the sale of securities in the Regulation CF offering and the manner in which it is received. (b) 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. (dc) The aggregate number of Securities sold shall not exceed 25,000,000 3,026,960 Units (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms July 27, 2024. (the “Termination Date”). The Provided that subscriptions for $10,000.08 in Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ed) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (e) The first 1,000 Subscribers who invest a minimum of $1,000 will be eligible to receive a membership in the IdBase Priority Ticket Club (the “Club”), if and when the Club is launched and subject to the terms and conditions of the Club when launched. The Club is intended to be an exclusive customer offering that aims to provide Club members with access to requested tickets at face value before they are publicly available on the IdBase platform. IdBase anticipates that as it gains traction, artists will prioritize our platform to combat ticket scalping by bots and fulfill our needs. However, while we plan to strive to fulfill Club members’ requests, we cannot guarantee availability for all events to Club members due to artist/promoter relationships not yet being established. Additionally, this perk offering membership in the Club is expected to be capped at about 1,000 members to maintain its exclusivity. We appreciate our investors' support and will make our best efforts to provide a valuable experience through the Club, should it be launched. To be eligible to receive membership in the Club from an investment in this offering, a Subscriber must submit a single investment in this offering that meets the minimum perk requirement. Membership in the Club will not be granted if a Subscriber submits multiple investments that, when combined, meet the perk requirement.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.RYSE, Inc, a Delaware corporation incorporated in Ontario, Canada (the “Company”), at a purchase price of $3.00 7.13 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150499.10. The rights of the Class A B Common Stock are as set forth in the Restated Certificate of Incorporation, as amended filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that Rialto Markets, LLC (“Rialto”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of $25.00 per subscription transaction. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Voting Trust Agreement (the “Voting Trust Agreement”) and a shareholders agreement (the “Shareholders Agreement”) in substantially the form filed as an exhibits to the Offering Statement. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 2,104,718 shares of Class B Common Stock (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (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, but not limited to the terms of the Voting Trust Agreement and the Shareholders Agreement. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Sources: Subscription Agreement (RYSE, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Rentberry, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 0.87 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150300.00. The rights of the Class A Common Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, Incorporation and Bylaws filed as Exhibit 2.1 Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ___________, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 16,574,584 shares of Common Stock, including 2,758,620 Bonus Shares (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for as provided in Section 5 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 acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy and Drag-Along Rights in Sections 5 and 6. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Sources: Subscription Agreement (Rentberry Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.Aptera Motors Corp., a Delaware corporation (the “Company”), at a purchase price of $3.00 14.80 per share of Class A B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000.00. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 $15,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Aptera Motors Corp)

Subscription. (a1) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Shares in the amount indicated on the signature page hereto (the “Securities”"Subscription Amount"), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights undersigned shall deliver the Subscription Amount within five (5) business days of the Class A Common Stock are date of this Agreement by wire transfer as set forth in Paragraph (2) below. The undersigned hereby acknowledges that the Restated Certificate actual number of Incorporation, filed as Exhibit 2.1 Shares which the undersigned will receive will be equal to the Offering Statement Subscription Amount divided by the Purchase Price, rounded down to the nearest whole number of the Company filed with the SEC (the “Offering Statement”)Shares. (b2) Subscriber The undersigned understands that all payments of the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed Subscription Amount shall be delivered by wire transfer in accordance with the SEC wire transfer instructions set forth on Exhibit A attached hereto. Such payment will be deposited as part of soon as practicable for the Offering Statement (SEC File Noundersigned's benefit in a non-interest bearing escrow account. [X])The payment will be returned promptly, 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) The Subscriber’s subscription may be accepted without interest or 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 statededuction, 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 undersigned's subscription is 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 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination hold a closing of the Offering in accordance with its terms (the “Termination Date”). The Company may elect "First Closing") at any time during the period beginning after one or more subscriptions have been accepted and ending on or before March 15, 2002 (the "Termination Date"); provided, however, that the Termination Date may be extended to close all a date not later than April 15, 2002 upon the mutual agreement of the Company and ▇▇▇▇▇▇▇▇▇▇ & Co. Inc., the placement agent for this Offering (the "Placement Agent"). Subsequent closings may be held at any time after the First Closing and on or any portion of this offering, on various dates at or prior to before the Termination Date (each each, a “Closing Date”)"Subsequent Closing") without regard to the aggregate amount of subscriptions for Shares received by the Company. The Company may, in its discretion, accept subscriptions for an aggregate number of less than 2,300,000 Shares. (e3) In Upon receipt by the event Company of rejection the requisite payment for all Shares to be purchased by the subscribers whose subscriptions are accepted (each, a "Purchaser" and, collectively, the "Purchasers") at the First Closing or any Subsequent Closing, the Company shall: (i) issue to each Purchaser stock certificates representing the Shares purchased; (ii) deliver to each Purchaser a certificate stating that the representations and warranties made by the Company in Section C hereof were true and correct in all material respects when made and are true and correct in all material respects on the date of the First Closing or Subsequent Closing, as applicable; and (iii) cause to be delivered to each Purchaser an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇▇▇ llp ("HEWM") in the form of Exhibit B attached hereto. (4) The undersigned hereby agrees to be bound hereby upon the (i) execution and delivery to the Company, in care of HEWM, of the signature page to this subscription Agreement, and (ii) acceptance at the First Closing or any Subsequent Closing by the Company of the undersigned's subscription. (5) The undersigned agrees that the Company may, in its entiretysole and absolute discretion, or reduce the undersigned's subscription to any number of Shares that in the event aggregate does not exceed the sale number of Shares hereby applied for without any prior notice to or further consent by the undersigned. If such a reduction occurs, the part of the Securities (Subscription Amount attributable to the reduction shall be returned, without interest 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 effectdeduction.

Appears in 1 contract

Sources: Subscription Agreement (Depomed Inc)

Subscription. (a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc.from FACT Corporation, a Delaware Colorado corporation (the “CompanyCorporation”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon subject to the terms and conditions set forth herein. The minimum , that number of Units (the “Units”) set forth on the Subscription Agreement Face Page (the “Face Page”), at the subscription is $150. The rights price of US$0.25 (the Class A Common Stock are “Subscription Price”) per Unit for a total investment as set forth in on the Restated Certificate Face Page. Each Unit consists of Incorporation, filed as Exhibit 2.1 to the Offering Statement one (1) Share of Common Stock of the Company filed with the SEC Corporation (the “Offering StatementCommon Stock). (b) Subscriber understands that and a Class A warrant entitling the Securities are being offered pursuant holder to purchase an offering circular additional share of Common Stock at any time on or before the first anniversary of the issuance of such warrant at an exercise price of US$0.30 per share, and a Class B entitling the holder to purchase an additional share of Common Stock at any time on or before the second anniversary of the issuance of such warrant at an exercise price of US$0.35 per share (the “Offering CircularWarrants) filed with ). The shares of Common Stock underlying the SEC Warrants are referred to herein as part the “Warrant Shares”. The Units, Common Stock, Warrants and the Warrant Shares are collectively referred to herein as the “Securities”. The Subscriber agrees to pay to the Corporation the Subscription Price for the Units subscribed for hereunder by delivering to the Corporation, concurrent upon the execution of this private placement subscription agreement (“Agreement”), a wire transfer, a certified cheque, bank draft or money order for the full amount of the Offering Statement (SEC File NoSubscription Price for the Units subscribed for hereunder. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, The Subscriber hereby acknowledges that Subscriber has received access to this Subscription Agreement, copies the acceptance of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber subscription is subject to make an investment decision. (c) The Subscriber’s subscription may be accepted rejection or rejected allotment, in whole or in part, at any time prior by the Corporation. The Subscriber acknowledges that the Units subscribed for hereunder form part of a larger private placement (the “Private Placement”) of up to a Closing Date (as hereinafter defined)maximum of US$750,000. Unless otherwise indicated, references in this Agreement to “$” or “dollars” refer to the currency of the United States of America. No fractional shares of the Corporation will be issued. The Subscriber acknowledges that the Common Stocks are being sold by the Company at its sole discretionCorporation in the United States of America (the “US”) and in other jurisdictions where it is legal to do so. Upon Subject to the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if anyterms hereof, the subscription may no longer will be revoked at effective upon its acceptance by 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 forCorporation. The Company will notify Subscriber whether Private Placement may be subject to minimum subscriptions for different jurisdictions. Each subscriber should check in this form to see if the subscription amount meets the requirements in their respective jurisdiction or contact the Corporation in regard to the required minimum subscription required for the investor’s subscribing jurisdiction. The Private Placement is accepted (whether in whole or in part) or rejected. If Subscriber’s not subject to minimum aggregate subscription is rejectedlevel except for those minimum subscriptions required for each jurisdiction and, Subscriber’s payment (or portion thereof if partially rejected) upon closing, all subscription proceeds 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 25,000,000 (retained by the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering Corporation in accordance with its the terms (the “Termination Date”)hereof. Subscription proceeds may be accepted in one or more closings of this Private Placement. The Company may elect at any time 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 closing 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 effectPrivate Placement will be subject to receipt of all applicable regulatory approvals.

Appears in 1 contract

Sources: Subscription Agreement (Fact Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Inc.Future Pearl Labs, Inc. dba “Bobacino”, a Delaware corporation (the “Company”), at a purchase price of $3.00 2.39 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150105 shares. The rights of the Class A Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated February [_], 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 2,008,368, which includes up to 334,728 shares issued as “Bonus Shares”, as defined in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until for one year following qualification by the termination of SEC, unless otherwise extended by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).

Appears in 1 contract

Sources: Subscription Agreement (Future Pearl Labs, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A units comprised of one (1) share of Voting Common Stock Stock, having no par value (the “SecuritiesVoting Common Stock”), of Next Thing Technology Legion Works, Inc., a Delaware corporation (the “Company”), and one half (1/2) of one (1) warrant to purchase one half (1/2) of one (1) share of Voting Common Stock (the “Warrant”) of the Company (the “Units”), at a purchase price of $3.00 X.XX per share of Class A Common Stock Unit (the “Per Security Unit Price”), upon the terms and conditions set forth herein. The minimum subscription is $150X,XXX.00. The shares of Voting Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the shares of Voting Common Stock issuable upon exercise of the Warrants are also referred to as the “Securities.” The rights of the Class A Voting Common Stock are as set forth in the Company’s Amended & Restated Certificate of IncorporationIncorporation (the “Restated Certificate”), filed as Exhibit 2.1 to the Offering Statement on Form 1-A POS (SEC File. No. 24-11169) of the Company filed with the SEC (the “Offering Statement”). The terms of the Warrants are as set forth in the Warrant attached as Appendix B to this Subscription Agreement. In this Subscription Agreement, the shares of Voting Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Voting Common Stock issuable upon exercise of the Warrants are referred to as the “Warrant Shares. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated July 27, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timesupplemented or amended. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 11,400,00 Units (the “Maximum Offering”)) or a maximum of 17,100,000 shares of Voting Common Stock if the maximum number of units are sold and all Warrants that are part of the Units are exercised. The Company may accept subscriptions until the termination of Maximum Offering has been sold or unless the Company terminates the Offering sooner in accordance with its terms sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) 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 (Legion Works, Inc.)

Subscription. (aA) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), number of Next Thing Technology Inc., a Delaware corporation (the “Company”), Shares indicated on the signature page hereto at a purchase price of $3.00 2.00 per share of Class A Common Stock Unit. The undersigned agrees to wire transfer funds or deliver a check made out to "Telegen Corporation" in an amount equal to the aggregate purchase price for the Units (the “Per Security Price”), upon "Payment") to an escrow account established by the terms and conditions set forth herein. The minimum subscription is $150. The rights Company's Placement Agent as of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)date hereof. (bB) Subscriber The undersigned understands that the Securities are being offered pursuant to an offering circular Payment (or, in the “Offering Circular”) filed with case of rejection of a portion of the SEC as undersigned's subscription, the part of the Offering Statement (SEC File No. [X])Payment relating to such rejected portion) will be returned promptly, as may be amended from time to time. By executing this Subscription Agreement as provided hereinwithout interest or deduction, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of if the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s undersigned's subscription may be accepted or is rejected in whole or in part. The Company, at any time prior to a Closing Date (as hereinafter defined)if it accepts this subscription, or part thereof and receipt by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for Payment, will promptly provide written notice filings before sales may be made in to the undersigned of receipt and acceptance of such statesubscription or part thereof. Subject to the acceptance by the Company of the subscription, if anyor part thereof, the subscription may no longer Company shall cause to be revoked at issued to the option undersigned with reasonable promptness the number of Units represented by the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a accepted portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminatesubscription. (dC) The aggregate number undersigned hereby agrees to be bound hereby upon (i) execution and delivery to the Company of Securities sold shall not exceed 25,000,000 the signature page to this Subscription Agreement, (ii) acceptance by the Company of the undersigned's subscription (the “Maximum Offering”"Subscription") and (iii) the form of the Warrants attached hereto as Exhibit A and Exhibit B, respectively, which specifies the rights afforded to each Warrant (the "Warrant Agreement"). The Company may accept subscriptions until This Agreement and the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Warrant Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectconstitute the Unit Agreements.

Appears in 1 contract

Sources: Subscription Agreement (Elara LTD)

Subscription. (a1) The undersigned (“Subscriber”) hereby irrevocably subscribes for for, and agrees to purchase Class A Common Stock (purchase, the “Securities”), number of Next Thing Technology Inc., a Delaware corporation (Units indicated on the “Company”), signature page hereto at a purchase price per Unit equal to the Purchase Price. Upon execution and delivery hereof, the undersigned shall deliver to the Placement Agent in accordance with the terms hereof either a check or evidence that a wire transfer has been made to in accordance with this Subscription Agreement and the instructions hereto, in the full amount of $3.00 per share the purchase price of Class A Common Stock the Units for which the undersigned is subscribing or a check in such amount (the “Per Security Price”"PAYMENT"), upon . In the terms and conditions set forth herein. The minimum subscription is $150. The rights of event that the Class A Common Stock are as set forth undersigned shall elect to deliver the Payment in the Restated Certificate form of Incorporationa check, filed as Exhibit 2.1 such check should have a notation thereon that such check relates to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)SheerVision, Inc. private placement. (b2) Subscriber understands that The Payment (or, in the Securities are being offered pursuant to an offering circular (case of rejection of a portion of the “Offering Circular”) filed with undersigned's subscription, the SEC as part of the Offering Statement (SEC File No. [X])Payment relating to such rejected portion) will be returned promptly, as may be amended from time to time. By executing this Subscription Agreement as provided hereinwithout interest, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of if the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s undersigned's subscription may be accepted or is 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 and the Placement Agent will notify Subscriber whether this subscription is accepted hold an initial closing of the Offering (whether in whole or in partthe "INITIAL CLOSING") or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest at such time as the Company and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate the Placement Agent may together determine with no requirement that a minimum number of Securities Units be sold shall not exceed 25,000,000 thereat, and from time to time thereafter (the “Maximum Offering”each an "ADDITIONAL CLOSING"). The Company may accept subscriptions until and the termination Placement Agent expect to hold Additional Closings from time to time after the Initial Closing on the basis described herein. Upon receipt by the Company of the Offering in accordance with its terms Payment for Units to be purchased hereunder by subscribers whose subscriptions are accepted (each, a "PURCHASER") at the “Termination Date”). The Company may elect at any time to close all Initial Closing or any portion of this offering, on various dates at or prior to the Termination Date Additional Closing (each a "CLOSING"), the subscriber for the Units so purchased will be registered on the note and warrant registers of the Company as the record owner of the securities underlying the Units so purchased and the Company shall deliver to the Purchaser: (i) evidence that a Form UCC-1 financing statement shall have been filed in the appropriate UCC filing office for a debtor that is a registered organization in the State of California such that the Security Interest shall constitute a perfected security interest in the Collateral (as defined in the Notes), prior to all other Liens and rights of others therein, (ii) an executed Note in the form included in the Disclosure Materials, (iii) an executed Warrant in the form included in the Disclosure Materials, and (iv) an executed Registration Rights Agreement in the form included in the Disclosure Materials. (3) The undersigned hereby agrees to be bound upon the (i) execution and delivery to the Pla▇▇▇▇▇▇ Agent of the signature page to the undersigned's completed questionnaire submitted by the undersigned (the "QUESTIONNAIRE") and this Subscription Agreement and (ii) acceptance on the Closing Date”by the Company of the undersigned's subscription (the "SUBSCRIPTION"). (e4) In The undersigned agrees that the event Company and the Placement Agent, may, in their sole and absolute discretion, reduce the undersigned's subscription to any number of rejection Units that in the aggregate does not exceed the number of this subscription in its entiretyUnits hereby subscribed for without any prior notice to, or further consent by, the undersigned. The undersigned hereby irrevocably constitutes and appoints the Placement Agent, and each officer of the Placement Agent, with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the event the sale of the Securities undersigned's name, place, and stead, (or any portion thereofA) is not consummated for any reason, to amend this Subscription Agreement shall have no force or effectand the Questionnaire, except for Section 5 hereofincluding in each case the undersigned's signature page thereto, which shall remain to effect any of the foregoing provisions of this Paragraph A(4), and (B) execute and deliver on behalf of the undersigned, the following agreements, substantially in force the respective forms attached as Annexes to the Disclosure Materials: Intercreditor Agreement; and effectRegistration Rights Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Clean Water Technologies Inc)

Subscription. (a) The undersigned (“Subscriber”) undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”)from ▇▇▇▇▇▇ International, of Next Thing Technology Inc., a Delaware Maryland corporation (the “Company”), the number of shares of Series A Preferred Stock (“Series A Preferred Shares”) of the Company, par value $.001 per share, (the “Preferred Stock”) set forth on the signature page hereof, at a purchase price (the “Purchase Price”) equal to $1,000.00 per share. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Agreement, the Registration Rights Agreement, of $3.00 per share even date herewith (the “Registration Rights Agreement”), the Warrant, of Class A Common even date herewith (the “Warrant”) and the Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock (the “Per Security PriceArticles Supplementary”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 relating to the Offering Statement of the Company filed with the SEC an offering (the “Offering StatementOffering”) of up to 15,000 shares of Series A Preferred Shares (the aggregate number of shares sold pursuant to this Agreement is herein referred to as the “Shares”). The undersigned acknowledges that Sheridan Road Capital LLC will receive 7% of the proceeds of all Series A Preferred Shares sold by them in the Offering. (b) Subscriber understands that Subscription payments should be made payable to “▇▇▇▇▇▇ International, Inc.,” and should be delivered, together with two executed and properly completed copies of this Agreement. If the Securities are being offered pursuant to an offering circular (subscription is not accepted in whole or in part by the “Offering Circular”) filed with Company, the SEC as part of the Offering Statement (SEC File No. [X])full or ratable amount, as the case may be, of any subscription payment received will be amended from time promptly refunded 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 decisionsubscriber without deduction therefrom or interest thereon. (c) The Subscriber’s If this subscription may be is accepted or rejected by the 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 discretion. Upon shall deliver to the expiration undersigned the Shares subscribed for hereby, dated the date of the period specified in Subscriber’s state for notice filings before sales may be made in such stateClosing, if any, the subscription may no longer be revoked at the option and a fully executed copy 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 terminateAgreement. (d) The aggregate number of Securities sold shall undersigned may not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all withdraw this subscription or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)amount paid pursuant thereto except as otherwise provided below. (e) In the event of rejection of this subscription in its entirety, or If any other purchaser in the event Offering obtains more favorable terms from the sale Company than those obtained by the undersigned, the Company hereby agrees to amend the relevant documents to provide the same terms to the undersigned. (f) If and when a closing of the Securities Offering (or any portion thereof“Closing”) is not consummated occurs, the Company will issue to the undersigned Warrants for any reasonthe purchase of 250 shares of common stock of the Company, this Subscription Agreement shall have par value $.001 per share (“Common Stock”), for every Series A Preferred Share purchased by the undersigned. The Company will issue to the undersigned additional Warrants for the purchase of 150 shares of Common Stock for every Series A Preferred Share purchased by the undersigned if, but only if, (i) the Closing occurs, and (ii) the Company fails to replace General Electric Capital Corporation (“GECC”) with another senior creditor no force or effectlater than June 30, except for Section 5 hereof, which shall remain in force and effect2007.

Appears in 1 contract

Sources: Subscription Agreement (Butler International Inc /Md/)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for Subscriber acknowledges and agrees to purchase Class A Common Stock that this subscription (i) is irrevocable on the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement Subscriber, (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 ii) is conditioned upon acceptance by the Subscriber to make an investment decision. relevant Company or Companies and (ciii) The Subscriber’s subscription may be accepted or rejected in whole or in part, part by the relevant Company or Companies in its or their sole discretion at any time. The Subscriber agrees to be bound by all the terms and provisions of this Subscription Agreement, each applicable Memorandum, each Company’s bylaws, in the form attached hereto as Appendix B (as amended and restated from time to time, the “Bylaws”), the Certificate of Incorporation of each Company, in the form attached hereto as Appendix C (as amended and restated from time to time, the “Charter”), each Investment Advisory Agreement by and between LS BDC Adviser, LLC (the “Adviser”) and each Company, in the form attached hereto as Appendix D (as amended, the “Advisory Agreement”), and each Administration Agreement by and between each Company and LS Administration, LLC (the “Administrator”), in the form attached hereto as Appendix E (as amended, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, the “Operative Documents”). (b) In reliance upon the representations and warranties contained in this Subscription Agreement, you irrevocably subscribe for and agree to purchase Shares, on the terms and conditions described in this Subscription Agreement and in the Operative Documents, for an aggregate purchase price equal to the portion of your requested Commitment to each Company that is accepted by each such Company under the terms and conditions set forth herein. You agree to fund a capital contribution to purchase Shares (up to the amount of your Undrawn Commitment, as defined below) each time each such Company delivers a drawdown notice (the “Drawdown Notice”) to you, which notice shall be delivered in respect of such Commitment at least 10 business days (as defined in Rule 14d-1 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”) (“Business Days”)) prior to the required funding date (each, a Closing “Drawdown Date,” which, for the avoidance of doubt, excludes any Catch-Up Date (as hereinafter defineddefined below)). New Shares shall be issued on each Drawdown Date or Catch-Up Date, by in respect of the applicable drawdown. The minimum Commitment is $1,000,000.00, subject to the discretion of the Company at its to accept a lower amount. (c) The delivery of a Drawdown Notice to the Subscriber shall be the sole discretion. Upon and exclusive condition to the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, obligation to pay 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 Drawdown Purchase Price or Catch-Up Purchase Price (whether in whole or in partas defined below) or rejected. If Subscriber’s subscription is 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 terminatethereof), as applicable, identified in each Drawdown Notice. (d) The aggregate number Each relevant Company shall file or has filed a registration statement on Form 10 (as amended from time to time, the “Registration Statement”) for the registration of its common stock with the U.S. Securities sold shall not exceed 25,000,000 and Exchange Commission (the “Maximum OfferingSEC)) under the Exchange Act. The Company Registration Statements are not the offering documents pursuant to which the Companies are conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained or incorporated by reference in the Memorandum, together with reports the Companies may accept subscriptions until file under the termination of the Offering Exchange Act from time to time, in accordance with making its terms investment decisions. The Companies have entered into or expects to enter into separate Subscription Agreements (the “Termination DateOther Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”). The Company may elect at any time 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 providing for the sale of Shares to the Securities (or any portion thereof) is not consummated for any reason, this Other Investors. This Subscription Agreement shall have no force or effectand the Other Subscription Agreements are separate agreements, except for Section 5 hereof, which shall remain in force and effectthe sales of Shares to the undersigned and the Other Investors are to be separate sales.

Appears in 1 contract

Sources: Subscription Agreement (Lafayette Square Southeast BDC, LLC)

Subscription. (aTo be completed and signed only upon an exercise of the Warrant in whole or in part) TO: ___________ The undersigned undersigned, the Holder of the attached Warrant (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “SecuritiesWarrant”), hereby irrevocably elects to exercise the purchase right represented by the Warrant for, and to purchase thereunder, ________ Units (as such term is defined in the Warrant dated February 22, 2006), and herewith makes payment of Next Thing Technology Inc.$ __________ therefor in cash, by certified or official bank check or such other form of payment as may be permitted under the Warrant. The undersigned hereby requests that the Certificate(s) for such securities be issued in the name(s) and delivered to the address(es) as follows: Address: Social Security Number: Deliver to: Address: If the foregoing Subscription evidences an exercise of the Warrant to purchase fewer than all of the Units (or other securities or property) to which the undersigned is entitled under such Warrant, please issue a Delaware corporation new Warrant, of like date and tenor, for the remaining portion of the Warrant (or other securities or property) in the name(s), and deliver the same to the address(es), as follows: Address: DATED: ______________, 200_ (Social Security or Taxpayer Identification (Name of Holder) (Number of Holder) (Signature of Holder or Authorized Signatory) Signature Guaranteed: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. Warrant No. IVOWDJ- ____ Number of Shares: _______ Date of Issuance: ________, 2006 (subject to adjustment) IVOW, Inc. (the “Company”), for value received, hereby certifies that ___________ or its registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at any time after the date hereof and on or before __________, 2011 (subject to Section 1(c) below) (the “Expiration Date”), up to __________ shares (as adjusted from time to time pursuant to the provisions of this Warrant) of Common Stock of the Company, at a purchase price of $3.00 ________ per share share. The shares purchasable upon exercise of Class A Common Stock this Warrant and the purchase price per share, as adjusted from time to time pursuant to the provisions of this Warrant, are sometimes hereinafter referred to as the “Warrant Stock” and the “Purchase Price,” respectively. This Warrant is issued in connection with that certain Subscription Agreement, dated as of _________, 2006, by and between the Company and the Registered Holder (the “Per Security PriceSubscription Agreement), upon ) and is subject to the terms and conditions set forth hereinof the Subscription Agreement. The minimum subscription is $150Warrant Stock possesses certain registration rights pursuant to the Subscription Agreement. The rights of Capitalized terms used but not defined herein shall have the Class A Common Stock are meanings as set forth defined in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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: Warrant Agreement (iVOW, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 6.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150498. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-12260), 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The Company is up to 10,000,000 shares of Class A Common Stock, consisting of 8,560,000 shares of Class A Common Stock sold by the Company and 1,440,000 shares of Class A Common Stock sold by selling shareholders, plus up to 2,000,000 shares of Class A Common Stock to be issued as bonus shares by the Company. The aggregate number of Securities sold issued shall not exceed 25,000,000 12,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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) Subscriber acknowledges that any cancellation of this Subscription Agreement can be made up to 48-hours prior to the earlier of the Closing Date or Termination Date.

Appears in 1 contract

Sources: Subscription Agreement (Next Thing Technologies, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Non-Voting Common Stock Stock, par value $0.001 per share (the “Securities”), of Next Thing Technology Inc.Dimicron, Inc. dba Dymicron, a Delaware Utah corporation (the “Company”), at a purchase price of $3.00 5.75 per share of Class A Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is 174 shares of Non-Voting Common Stock, or $1501,000.50. The rights of the Class A Non-Voting Common Stock are as set forth in the Company’s Second Amended & Restated Certificate Articles of Incorporation, and the Articles of Amendment to Second Amended and Restated Articles of Incorporation, filed as Exhibit Exhibits 2.1 and 2.2, respectively, to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_], 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinsubscribing to the Offering, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 2,608,695 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (Dimicron Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase limited liability company interests, in the form of Class A Common Stock Shares (the “Securities” or “Shares”), of Next Thing Technology Inc.GB8 Residential LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $3.00 10.00 per share of Class A Common Stock Security (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate of IncorporationFormation of the Company, its Operating Agreement and the Share Designation with respect to the Securities, each of which is filed as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-12293), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to and read 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. Subscriber agrees that its execution of this Subscription Agreement constitutes its consent to the Company’s Operating Agreement and that, upon acceptance of this Subscription Agreement by the Company, the undersigned will become a “Member” of the Company as a holder of Class A Common Shares. When this Subscription Agreement is countersigned by the Company, the Operating Agreement shall be binding upon the undersigned Subscriber as of the Closing Date (as hereinafter defined). (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 7,500,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Providing that subscriptions for 100,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (GB8 Residential LLC)

Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase, at a purchase Class A Common Stock price of $1.00 per Unit (the “SecuritiesPer Security Price”), the number of units set forth on the signature page hereof (the “Units”), each unit comprised of one share of Non-Voting Common Stock, par value $0.0001 (the “Non-Voting Common Stock”), of Next Thing Technology Crush Capital Inc., a Delaware corporation (the “Company”), at and a warrant to purchase price one-half of $3.00 per one share of Class A Non-Voting Common Stock for an additional $1.25 per whole share of Non-Voting Common Stock (the “Per Security PriceWarrant) (which Warrant may only be exercised for a whole number of shares), of the Company, upon the terms and conditions set forth herein. The minimum subscription is $1501,000.00, or 1,000 Units. The shares of Non-Voting Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the shares of Non-Voting Common Stock issuable upon exercise of the Warrants are also referred to as the “Securities.” The rights of the Class A shares of Non-Voting Common Stock are as set forth in the Restated Certificate of IncorporationIncorporation and Bylaws, filed as Exhibit 2.1 amended, of the Company available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)) and the terms of the Warrants are as set forth in the Form of Warrant and in the Warrant Agreement, available in the Exhibits to the Offering Statement. In this Subscription Agreement, the shares of Non-Voting Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Non-Voting Common Stock issuable upon exercise of Warrants are referred to as the “Warrant Shares. (b) Subscriber Investor understands that the Securities are being offered pursuant to an offering circular Offering Circular dated __________________, 2020 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinsubscribing to the Offering, Subscriber Investor acknowledges that Subscriber Investor has received access to and reviewed this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Securities. (c) The SubscriberInvestor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to a the applicable Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber Units that Investor has subscribed forto purchase hereunder. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. If SubscriberInvestor’s subscription is rejected, SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to Subscriber Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminateterminate with respect to the rejected subscription (or portion thereof). (d) The aggregate number of Securities that may be sold in this offering shall not exceed 25,000,000 11,000,000 Units (the “Maximum OfferingUnits”). The Company may accept subscriptions until the termination of Maximum Units have been sold, unless earlier terminated by the Offering Company in accordance with its terms sole discretion (the “Termination Date”). The There is no minimum offering amount and the Company may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Units (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Crush Capital Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the common stock (the “Securities” or “Common Stock”), of Next Thing Technology Soliton, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated November 28, 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 3,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of earliest of: (1) the date on which the Maximum Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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.amount has been sold,

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) Participant hereby irrevocably subscribes for and agrees to purchase Class A from the Company such number of Offered Shares of restricted Common Stock (of the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), Company at a purchase price of per Offered Share equal to $3.00 per share of Class A Common Stock 0.03 (the “Per Security Offering Price”), upon in accordance with the terms and conditions set forth herein. The minimum subscription is $150. The rights of this Agreement and the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Memorandum. (b) Subscriber understands that Before this Subscription is considered, the Securities are being offered pursuant Participant must complete, execute and deliver to an offering circular the Company the following: (i) This Common Stock Subscription Agreement; (ii) The Registration Rights Agreement, attached to the Memorandum as Exhibit B (the “Offering CircularRights Agreement); (iii) filed with The Certificate of Accredited Investor Status, attached hereto as Annex A; and (iv) The Participant’s check in the SEC as part amount of $__________ in exchange for _________ Offered Shares purchased, or wire transfer sent according to 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.Company’s instructions set forth hereto in Annex B. (c) The Subscriber’s subscription This Subscription is irrevocable by the Participant. (d) This Subscription is not transferable or assignable by the Participant. (e) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at in its sole discretion. Upon In the expiration event this Subscription is rejected by the Company, all funds and documents tendered by the Participant shall be returned. (f) The Company’s placement agent, Chadbourn Securities, Inc., and/or other advisors, placement agents, broker dealers and/or finders (collectively the “Placement Agent”) shall receive (x) an aggregate advisory fee equal to 8.0% of the period specified proceeds raised in Subscriber’s state for notice filings before sales may be made this Offering from investors introduced to the Company by Placement Agent, (y) an unallocated expense reimbursement of 2.0% of the proceeds raised in such statethis Offering from investors introduced to the Company by Placement Agent, if anyand (z) warrants equal to 10% of the number and type of shares sold in this Offering from investors introduced to the Company by Placement Agent, the subscription may no longer be revoked exercisable at the option Offering Price. The Company has also agreed to indemnify the Placement Agent against certain civil liabilities, including liabilities under the Securities Act. The Placement Agent has agreed to offer the Offered Shares on a “best efforts” basis. (g) This Offering, as defined in the Memorandum, is scheduled to remain open until the earlier to occur of (i) the sale of all of the Subscriber. In additionOffered Shares; or (ii) July 7, 2007 (the “Closing Date”); provided, however, that the Company, at its sole discretionelection, may allocate extend this Offering up to Subscriber only a portion of the number of Securities Subscriber has subscribed foran additional ninety (90) days. The target Offering is for up to 100,000,000 shares of common stock for an aggregate raise of $3,000,000, and the Company, at its option, may offer up to an additional 100,000,000 shares of common stock for a total maximum aggregate raise of $6,000,000; however, this Offering has no prescribed minimum amount and the Company will notify Subscriber whether may accept smaller amounts from participants or have multiple closings of this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateOffering. (dh) The aggregate number Until the registration statement contemplated by the Rights Agreement is declared effective, Participant hereby agrees not to, and will cause its affiliates not to, enter into any “put equivalent position” as such term is defined in Rule 16a-1 under the Securities Exchange Act of Securities sold shall not exceed 25,000,000 1934, as amended (the “Maximum OfferingExchange Act”). The Company may accept subscriptions until the termination of the Offering in accordance , or short sale position with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior respect to the Termination Date (each a “Closing Date”)Company’s securities. (ei) In The purchase price is payable by check to the event of rejection of this subscription Company’s address set forth in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain or via a wire transfer instructions set forth in force and effectAnnex B annexed hereto.

Appears in 1 contract

Sources: Common Stock Subscription Agreement (TWL Corp)

Subscription. (a) The Subject to the terms and conditions hereof, and in reliance upon the representations and warranties contained in this subscription agreement (this “Agreement”), the undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the SecuritiesShares”), of Next Thing Technology Inc.TPG Specialty Lending, a Delaware corporation Inc. (the “Company”) on the terms and conditions described herein, in the Company’s Private Placement Memorandum (together with any appendices and supplements thereto, the “Memorandum”), at a purchase price in the Company’s Amended and Restated Certificate of $3.00 per share Incorporation, dated as of Class A Common Stock [•], 2011 (the “Per Security PriceCertificate”), upon in the Company’s Bylaws, dated as of [•], 2011 (the “Bylaws”), in the Investment Advisory and Management Agreement between the Company and TSL Advisers, LLC (the “Adviser”), dated as of [•], 2011 (the “Advisory Agreement”) and in the Administration Agreement between the Company and the Adviser, dated as of [•], 2011 (the “Administration Agreement”). The Subscriber has received the Memorandum, the Certificate, the Bylaws, the Advisory Agreement and the Administration Agreement. The Company expects to enter into separate subscription agreements (the “Other Subscription Agreements,” and, together with this Agreement, the “Subscription Agreements”) with other subscribers (the “Other Subscribers,” and together with the Subscriber, the “Subscribers”), providing for the sale of Shares to the Other Subscribers. This Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Subscribers are to be separate sales. Capitalized terms used but not defined herein have the meanings ascribed to them in the Memorandum. (b) The Subscriber agrees to purchase Shares for an aggregate purchase price equal to the amount set forth on the signature page hereof (the “Capital Commitment”), payable at such times and in such amounts as required by the Company, under the terms and subject to the conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing On each Capital Drawdown Date (as hereinafter defineddefined below), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, Subscriber agrees to purchase from the Company, at its sole discretionand the Company agrees to issue to the Subscriber, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is 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 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior Shares equal to the Termination Date (each Drawdown Share Amount at an aggregate price equal to the Drawdown Purchase Price; provided, however, that in no circumstance will a “Closing Date”)Subscriber be required to purchase Shares for an amount in excess of its Unused Capital Commitment. (e) 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 (TPG Specialty Lending, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase units comprised of one shares of Class A B Common Stock, par value $0.0001 (the “Class B Common Stock”), of M&M Media, Inc., a Delaware corporation] (the “Company”) and a warrant to purchase one-half share of Class B Common Stock (the “SecuritiesWarrant”), of Next Thing Technology Inc., a Delaware corporation the Company (the “CompanyUnits”), at a purchase price of $3.00 1.00 per share of Class A Common Stock Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501000.00. The shares of Class B Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the Class B Common Stock, issuable upon exercise of the Warrants are also referred to as the “Securities.” The rights of the Class A B Common Stock are as set forth in amended and restated certificate of incorporation of the Company (the “Restated Certificate of IncorporationCertificate”), filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)) and the terms of the Warrants are as set forth in the Warrant and Warrant Agreement attached as Appendix B to this Subscription Agreement. In this Subscription Agreement, the shares of Class B Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Class B Common Stock issuable upon exercise of the Warrants are referred to as the “Warrant Shares. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _____, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 Units (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (M&m Media, Inc.)

Subscription. (a) The Subject to the terms and conditions hereof, and in reliance upon the representations and warranties contained in this subscription agreement (this “Subscription Agreement”), the undersigned (the SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock, par value $0.01 per share (the SecuritiesShares”), of Next Thing Technology Inc., a Delaware corporation BRIGHTWOOD CAPITAL CORPORATION I (the “Company”) on the terms and conditions described herein, in the Company’s disclosure package consisting of the materials listed in Appendix F hereto (together with any appendices and supplements thereto, the “Disclosure Package”), at a purchase price in the Company’s [Amended and Restated] Articles of $3.00 per share of Class A Common Stock Incorporation (the “Per Security PriceCharter”), upon in the Company’s Bylaws (the “Bylaws”), in the Investment Advisory and Management Agreement by and between the Company and BRIGHTWOOD CAPITAL ADVISORS, LLC (the “Adviser”) (the “Investment Advisory Agreement”) and in the Administration Agreement between the Company and BRIGHTWOOD CAPITAL ADVISORS, LLC (in such capacity, the “Administrator”) (the “Administration Agreement” and together with the Charter, the Bylaws, the Investment Advisory Agreement and the Disclosure Package, the “Operative Documents”). The Investor has received the Operative Documents. The Company expects to enter into separate subscription agreements (the “Other Subscription Agreements”) with other investors (the “Other Investors,” and together with the Investor, the “Investors”), providing for the sale of Shares to the Other Investors. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Investors are to be separate sales. (b) The Investor agrees to purchase Shares for an aggregate purchase price equal to the amount set forth on the signature page hereof (the “Capital Commitment”), payable at such times and in such amounts as required by the Company, under the terms and subject to the conditions set forth herein. The minimum subscription is $150. The rights of On each Drawdown Date (as defined below), the Class A Common Stock are as set forth in Investor agrees to purchase from the Restated Certificate of IncorporationCompany, filed as Exhibit 2.1 and the Company agrees to issue to the Offering Statement Investor, a number of Shares equal to the Company filed with Drawdown Share Amount (as defined below) at an aggregate price equal to the SEC Drawdown Purchase Price (the “Offering Statement”as defined below). ; provided, however, that in no circumstance will an Investor be required to purchase Shares for an amount in excess of its Unused Capital Commitment (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 Offering Statement (SEC File No. [X]defined below), 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) The Subscriber’s subscription may be accepted To accommodate the legal, tax, regulatory or 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 fiscal concerns of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if anycertain Other Investors, the subscription Adviser may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate determine to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is 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 25,000,000 allow certain Other Investors (the “Maximum OfferingFully Funded Other Investors). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time ) to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)fully fund their Capital Commitment. (e) 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 (Brightwood Capital Corp I)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase, at a purchase Class A Common Stock price of $0.6060 per Unit, units (the “SecuritiesUnits”) comprising two shares of common stock, par value $0.001 per share (the “Common Stock”), of Next Thing Technology Robot Cache US Inc., a Delaware corporation (the “Company”), at and a warrant to purchase price of $3.00 per one share of Class A Common Stock (the “Per Security PriceWarrant”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000.00 (1,650 Units). The rights shares of Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement are also referred to as the “Securities.” The terms of the Class A Common Stock Warrants are as set forth in the Restated Certificate Form of IncorporationWarrant attached as Appendix B to this Subscription Agreement. In this Subscription Agreement, filed the shares of Common Stock issuable as Exhibit 2.1 part of a Unit are referred to as the Offering Statement “Unit Shares,” and the shares of Common Stock issuable upon exercise of the Company filed with the SEC (Warrants are referred to as the “Offering StatementWarrant Shares.). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated March 31, 2021 (the “Offering Circular”) included in the offering statement of the Company filed with the SEC as part of (the Offering Statement (SEC File No. [X]Statement”), as may be amended from time to time. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber he, she or it has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, by the Company, in its sole discretion, at any time prior to before a Closing Date (as hereinafter defineddefined below), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities for which Subscriber has subscribed forsubscribed. The Company will notify Subscriber whether this his, her or its subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof thereof, if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall will terminate. (d) The aggregate number of Securities sold shall will not exceed 25,000,000 49,504,950 Units (the “Maximum Offering”). The Company may accept subscriptions until the termination earliest of (i) the 180th day after the date as of which the SEC qualifies the Offering Statement (or such later day as the Company determines, if, in its sole discretion, it extends the offering of the Units (the “Offering”)), (ii) the date as of which all Units offered by the Offering Circular have been sold and (iii) any such earlier time as the Company may determine in accordance with its terms sole discretion, regardless of the number of Units sold and the amount of capital raised (the earliest of such dates, the “Termination Date”). The Company may elect at any time to close all or any portion of this offeringthe Offering, on various dates at or prior to before the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event if 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, except for Section 5 hereof, which shall will remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Robot Cache US Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A units comprised of one (1) share of Voting Common Stock Stock, having no par value (the “SecuritiesVoting Common Stock”), of Next Thing Technology Legion Works, Inc., a Delaware corporation (the “Company”), and one half (1/2) of one (1) warrant to purchase one half (1/2) of one (1) share of Voting Common Stock (the “Warrant”) of the Company (the “Units”), at a purchase price of $3.00 3.60 per share of Class A Common Stock Unit (the “Per Security Unit Price”), upon the terms and conditions set forth herein. The minimum subscription is $150504.00. The shares of Voting Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the shares of Voting Common Stock issuable upon exercise of the Warrants are also referred to as the “Securities.” The rights of the Class A Voting Common Stock are as set forth in the Company’s Amended & Restated Certificate of IncorporationIncorporation (the “Restated Certificate”), filed as Exhibit 2.1 to the Offering Statement (SEC File. No. 24-11169) of the Company filed with the SEC (the “Offering Statement”). The terms of the Warrants are as set forth in the Warrant attached as Appendix B to this Subscription Agreement. In this Subscription Agreement, the shares of Voting Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Voting Common Stock issuable upon exercise of the Warrants are referred to as the “Warrant Shares. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated August 2, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), and as may be amended from time to timesubsequently supplemented. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 11,400,00 Units (the “Maximum Offering”)) or a maximum of 17,100,000 shares of Voting Common Stock if the maximum number of units are sold and all Warrants that are part of the Units are exercised. The Company may accept subscriptions until the termination of Maximum Offering has been sold or unless the Company terminates the Offering sooner in accordance with its terms sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) 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 (Legion Works, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Planet Wealth, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 1.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth herein and in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). The minimum subscription is $300. (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 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) 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 of residence for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (Planet Wealth, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class the Series A Common Preferred Stock (the “Securities”), of Next Thing Technology T Stamp, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 7.79 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000 representing 167 shares of the Company. Investors participating in the SeedInvest Auto Invest program have a lower minimum subscription of $200, representing 34 shares of the Company. The rights Series A Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Conversion Shares”), issuable upon conversion/exercise of the Class Series A Common Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series A Preferred Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed Incorporation included as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 $5,600,000 (the “Maximum Offering”). The Company may accept subscriptions until (i) the termination of date the Maximum Offering has been sold to investors; (ii) 12 months after qualification by the SEC, or (iii) the date at which the offering is earlier terminated by the Company in accordance with its terms sole discretion (the “Termination Date”). The Providing that subscriptions for $1,300,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (T Stamp Inc)

Subscription. (a) The undersigned A. Pursuant to this agreement, in order to enable and implement the exchange of the TAM Securities for ADSs representing ordinary shares of LAN (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “SecuritiesLAN ADSs”), the Suscriptor hereby confirms that persons holding [*] TAM ADSs and [*] preferred shares of Next Thing Technology Inc.TAM have instructed it, a Delaware corporation (solely on their behalf and not in any other capacity different from the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as roles set forth in the Restated Certificate preamble, to exchange such TAM Securities and, in exchange therefore subscribe for [*] shares of IncorporationHoldco II. With this agreement, filed on behalf of such persons, the Subscriptor so subscribes. For purposes hereof, Holdco II confirms that it will utilize as Exhibit 2.1 subscription price, the equivalent of the net asset value of the TAM Securities contributed as payment for such exchange subscription when payment is made. B. The share certificates of the Holdco II shares will be held in custody by Holdco II and will be registered under the name of the Subscriptor, for the benefit of the holders of TAM Securities that delivered their TAM Securities to the Offering Statement Agent in acceptance of the Company filed with Exchange Offer, as is further explained below. C. Holdco II confirms that once the SEC Merger becomes effective, (i) LAN, in its capacity of legal successor of Holdco II as a consequence of the Merger, will issue and deliver to the Depositary the respective shares of LAN, for the account of the Subscriptor and for the benefit of those accepting the Exchange Offer, and (ii) the Depositary will be required to issue and deliver the respective LAN ADSs to those accepting the Exchange Offer through the Agent, in order to consummate the Exchange Offer. D. The payment of the shares of Holdco II that are hereby subscribed for will be made on the settlement date of the Exchange Offer, as such date is defined in section 6.8 of the Edital (the “Offering StatementSettlement Date). (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 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) 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 means of the period specified in Subscriber’s state contribution of [*] TAM Securities, at a rate of one share of Holdco II for notice filings before sales may each TAM Security. E. The delivery of the TAM Securities on the Settlement Date will be made in such stateby the Agent directly to LAN, if any, the subscription may no longer be revoked at the option on its capacity of legal successor of Holdco II as a consequence of the SubscriberMerger. In additionSuch delivery to LAN will take place, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is 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 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior pursuant to the Termination Date Exchange Offer, once what is set forth in numbers (each a “Closing Date”)i) and (ii) of paragraph C above is satisfied. (e) 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 and Payment Agreement (Holdco II S.A.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees Subject to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions hereof and the provisions of the Company’s Offering Circular, Subscriber hereby subscribes for the Securities set forth hereinon the signature page hereto for the aggregate purchase price set forth on the signature page hereto, which is payable as described below. The minimum Subscriber understands and acknowledges that the subscription is $150may not be revoked for any reason once this Subscription Agreement has been executed by Subscriber. The rights of Subscriber acknowledges that the Class A Common Stock are Securities will be subject to restrictions on transfer as set forth in this Subscription Agreement and otherwise under applicable law. (a) Payment for the Restated Certificate Securities shall be received by Tristate Capital Bank (the “Escrow Agent”) from Subscriber by payment via credit card, debit card, ACH or wire transfer of Incorporation, filed as Exhibit 2.1 immediately available funds or other means approved by the Escrow Agent prior to the Offering Statement termination of the Offering, in the amount as set forth on the signature page hereto. Upon each closing (a “Closing”), the Escrow Agent shall release such funds to the Company. Subscriber 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 filed with as recorded by an SEC-registered transfer agent or another registrar which books and records shall bear a notation that the SEC (the “Offering Statement”).Securities were sold in reliance upon Regulation A. (b) Subscriber understands that the Securities are The Offering is being offered pursuant to an offering circular made through Cultivate Capital Group LLC (the “Offering CircularBroker-Dealer” or “Cultivate”) filed in a limited role limited role as an accommodating broker-dealer. To purchase the Securities, Subscriber agrees to complete the subscription process hosted by the Broker-Dealer, including complying with the SEC as part of the Offering Statement Broker-Dealer’s know your customer (SEC File NoKYC) and anti-money laundering (AML) policies. [X])If you make an investment commitment under a name that is not your legal name, as you may be amended from time unable to timeredeem or sell your Securities indefinitely and neither the Broker-Dealer nor the Company are required to correct any errors or omissions made by you. By executing Investor funds will be held in escrow with Tristate Capital Bank until each closing is held. You may not cancel an investment commitment once this Subscription Agreement as provided hereinis executed by you. If you use a credit card, Subscriber acknowledges that Subscriber has received access debit card or ACH to this Subscription Agreementinvest, copies of the Offering Circular by signing below you represent and Offering Statement including exhibits thereto warrant to not claim fraud or claw back your committed funds or to otherwise attempt a “chargeback” to cancel your investment commitment subject to applicable law and any other information required by the Subscriber to make an investment decisioncard-network rules. (c) The Subscriber’s subscription may Company will notify you when it plans to hold a Closing where it plans to close on your investment. At this Closing, your funds will be released to the Company, and you will be notified via e-mail of the issuance of your Securities, which will be held in book entry form and will not be certificated. (d) Subscription agreements are not binding on the Company until accepted or rejected by the Company, which reserves the right to reject, in whole or in part, at in its sole and absolute discretion, any time prior to a Closing Date (as hereinafter defined), by subscription. If 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 rejects all or a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejectedyour subscription, Subscriber’s payment (or portion thereof if partially rejected) your funds 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 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)deduction. (e) In the event of rejection of this subscription in its entirety, or in the event the sale The price of the Securities was determined arbitrarily by the Company. The minimum amount that you may invest in the Offering is $480.00. (f) By signing below, you acknowledge and understand that in the Company’s Offering Circular, the Company describes possible future plans involving several potential projects, products, concepts and services it is contemplating, including but not limited to developing and operating Buffalo Chip-branded casino hotels (including one or more at possible Nevada locations) as well as entertainment venues including Buffalo Chip Roadhouse restaurants and bars. While these current concepts are discussed in the Company’s Offering Circular, Subscriber understands that this information is preliminary and subject to change by management of the Company in its discretion. Without limiting the foregoing, Subscriber understands that the location and nature of the real property on which any development may occur as well as all aspects of any such development, or any portion thereof) is not consummated for any reasonother future plans related to the License, are preliminary at this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force point and effectsubject to change.

Appears in 1 contract

Sources: Subscription Agreement (Buffalo Chip Global Inc.)

Subscription. (a1) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the number of Units indicated on the signature page hereto (the “Securities”), of Next Thing Technology Inc., a Delaware corporation ("Signature Page") at the “Company”), at a purchase price set forth on the Signature Page. The undersigned hereby agrees to wire the aggregate purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon Units subscribed for by the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are undersigned as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 Signature Page (the "Payment") to the Offering Statement following non-interest bearing escrow account: (2) The Payment (or, in the case of rejection of a portion of the Company filed with undersigned's subscription, the SEC (the “Offering Statement”). (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 Offering Statement (SEC File No. [X])Payment relating to such rejected portion) will be returned promptly, as may be amended from time to time. By executing this Subscription Agreement as provided hereinwithout interest or deduction, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of if the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s undersigned's subscription may be accepted or is rejected in whole or in part, at any time prior to part or if the Offering is terminated without a Closing Date (as hereinafter defined), closing. Upon receipt by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state requisite payment for notice filings before sales may all Units to be made in such statepurchased by the subscribers whose subscriptions are accepted (each, if anya "Purchaser" and, collectively, the subscription may no longer be revoked "Purchasers") at the option each closing of the Subscriber. In additionOffering (a "Closing"), the CompanyShares and Warrants so purchased will be issued in the name of each Purchaser, at its sole discretion, may allocate to Subscriber only a portion and the name of such Purchaser will be registered on the books of the number Company as the record owner of Securities Subscriber has subscribed forsuch Shares and Warrants. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejectedissue to each Purchaser the stock certificates representing the Shares purchased and the Warrant Agreement representing the Warrants purchased. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will The Shares and Warrants may not be returned transferred prior to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminatethe Closing. (d3) The aggregate number undersigned hereby acknowledges receipt of Securities sold shall not exceed 25,000,000 a copy of the Memorandum, and hereby agrees to be bound thereby, as amended hereby, upon the (i) execution and delivery to the Company, in care of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc. (the “Maximum Offering”"Placement Agent"). The Company may accept subscriptions until the termination , of the Offering in accordance with its terms Signature Page, and (ii) acceptance at a Closing by the Company of the undersigned's subscription (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”"Subscription"). (e4) In The undersigned agrees that the event Company may, in its sole and absolute discretion, reduce the undersigned's Subscription to any amount of rejection Units that in the aggregate does not exceed the amount of Units hereby applied for without any prior notice to or further consent by the undersigned. The undersigned hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Placement Agent, each of the foregoing acting singly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the undersigned's name, place and stead, to amend this Subscription Agreement, including in each case the Signature Page, to effect any of the foregoing provisions of this subscription in its entirety, or in the event the sale Paragraph (4). (1) ▇▇▇▇▇▇▇ Southwest Bank of the Securities Texas as Escrow Agent (or any portion thereof1) is not consummated for any reason, this Wire instructions to be provided by Placement Agent prior to submission of Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force by Purchasers and effectClosing.

Appears in 1 contract

Sources: Subscription Agreement (Alfacell Corp)

Subscription. (a1) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), number of Next Thing Technology Inc., a Delaware corporation (Units indicated on the “Company”), cover and signature pages hereto at a purchase price of $3.00 9.00 per share Unit. The undersigned encloses herewith a check or has arranged for a wire transfer payable to Matritech, Inc. in the full amount of Class A Common Stock the purchase price of the Units for which the undersigned is subscribing (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”"PAYMENT"). (b2) Subscriber The undersigned understands that Payments by check as provided in Paragraph 1 above shall be delivered to the Securities are being offered pursuant Placement Manager and, thereafter, such Payments will be deposited as soon as practicable in escrow for the undersigned's benefit in a segregated account established at Citizens Bank by ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP ("TH&T"), counsel to an offering circular the Company. The Payment (or, in the “Offering Circular”) filed with case of the SEC as rejection of a portion of the undersigned's subscription, the part of the Offering Statement (SEC File No. [X]), as may Payment relating to such rejected portion) will 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 returned promptly if the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s undersigned's subscription may be accepted or is rejected in whole or in part. A minimum number of 375,000 Units must be subscribed for before the initial closing of the Offering, and there may be one or more closings (each a "CLOSING DATE") before the final closing (the "FINAL CLOSING DATE"). Upon receipt by the Company of the requisite Payment for all Units to be purchased by the Purchasers whose subscriptions are accepted (each, a "PURCHASER"), the certificates for the number of Shares and Warrants purchased will be issued in the name of each such Purchaser, and the name of such Purchaser will be registered on the stock transfer books of the Company as the record owner of such Shares and Warrants. The Shares, Warrants and Warrant Shares are not freely transferable. (3) The undersigned hereby agrees to be bound hereby upon the (i) execution and delivery to the Company, in care of the Placement Manager, of the signature page to the undersigned's completed questionnaire submitted by the undersigned (the "QUESTIONNAIRE") and this Subscription Agreement and (ii) acceptance on a Closing Date by the Company of the undersigned's subscription (the "SUBSCRIPTION"). (4) The undersigned agrees that the Company may, in its sole and absolute discretion, reduce the undersigned's subscription to any number of Units that in the aggregate does not exceed the number of Units hereby applied for without any prior notice to or further consent by the undersigned. The undersigned hereby irrevocably constitutes and appoints the Placement Manager and each officer of the Placement Manager, each of the foregoing acting singly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the undersigned's name, place and stead, to amend this Subscription Agreement and the Questionnaire, including in each case the undersigned's signature page thereto, to effect any of the foregoing provisions of this Paragraph 4. (5) The Company hereby agrees that if at any time prior to a Closing Date the earlier of (as hereinafter defined), by i) thirty (30) days after the Company at its sole discretion. Upon the expiration effectiveness of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, Registration Statement on Form S-3 covering the subscription may no longer be revoked at the option resale of the Subscriber. In additionShares and the Warrant Shares sold to the Purchasers pursuant to this offering or (ii) one year after the Closing, it sells shares of its Common Stock to any non-strategic investor at an effective price of less than $2.00 per share, it will issue additional Units (the Company, "ADDITIONAL UNITS") to each Purchaser at its sole discretion, may allocate no additional cost so as to Subscriber only a portion make the effective price for the Shares sold to each such Purchaser as part of the number Units and the shares of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned Common Stock issued to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination each Purchaser as part of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time Additional Units equal to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)not more than such lower price. (e) 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 (Matritech Inc/De/)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology Inc.Global Health Solutions, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 11.26 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150990.88. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,345,291 (the “Maximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Global Health Solutions, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Torque Lifestyle Brands, Inc., a Delaware corporation Colorado Corporation (the “Company”), at a purchase price of $3.00 0.01 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The There is no minimum subscription is $150amount. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [___________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,200,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Common Stock Subscription Agreement (Torque Lifestyle Brands, Inc.)

Subscription. (a) The undersigned (“Subscriber”) Buyer hereby subscribes for and agrees to purchase Class A Common Stock from the Company (1) the number of shares (the “Securities”"Series G Preferred Shares") of Series G Convertible Preferred Stock, $.01 par value (the "Series G Preferred Stock"), of Next Thing Technology Inc.the Company set forth on the signature page of this Agreement, a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon having the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated form of the Certificate of IncorporationDesignations of the Series G Convertible Preferred Stock attached hereto as Annex I (the "Series G Certificate of Designations") at the price per share and for the aggregate purchase price set forth on the signature page of this Agreement (the "Series G Purchase Price") and (2) the number of shares (the "Series H Preferred Shares") of Series H Convertible Preferred Stock, filed as Exhibit 2.1 to $.01 par value (the Offering Statement "Series H Preferred Stock"), of the Company filed set forth on the signature page of this Agreement, having the terms and conditions as set forth in the form of the Certificate of Designations of the Series H Convertible Preferred Stock attached hereto as Annex II (the "Series H Certificate of Designations") at the price per share and for the aggregate purchase price set forth on the signature page of this Agreement (the "Series H Purchase Price" and, when added to the Series G Purchase Price, the "Total Purchase Price"). In connection with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part purchase 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 Series G Preferred Shares and the Offering Circular and Offering Statement including exhibits thereto and any other information required Series H Preferred Shares by the Subscriber Buyer, the Company shall issue to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in partthe Buyer, at any time prior to a the Closing (as defined herein) on the Closing Date (as hereinafter defineddefined herein), (A) Common Stock Purchase Warrants in the form attached hereto as Annex III (the "Warrants") to purchase a number of shares of Common Stock (subject to adjustment after issuance of the Warrants as provided in the Warrants) equal to the amount obtained by multiplying (i) the quotient obtained by dividing (x) the Total Purchase Price by (y) the average closing price of the Common Stock on the New York Stock Exchange (the "NYSE") for the ten consecutive trading days immediately prior to the Closing Date times (ii) 0.15 and (B) Warrants in the form attached hereto as Annex IV (the "BuyItNow Warrants") to purchase from the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 150,000 limited liability company common unit interests (the “Maximum Offering”"BuyItNow Interests") in ▇▇▇▇▇▇▇▇.▇▇▇ L.L.C., a Delaware limited liability company ("BuyItNow"). The Company may accept subscriptions until Series G Preferred Stock and the termination Series H Preferred Stock are referred to herein collectively as the "Preferred Stock." The Series G Preferred Shares and the Series H Preferred Shares are referred to herein collectively as the "Preferred Shares." The shares of Common Stock issuable upon exercise of the Offering in accordance with its terms (Warrants are referred to herein as the “Termination Date”). "Warrant Shares." The Company may elect at any time to close all or any portion Warrant Shares and the shares 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 Common Stock issuable upon conversion of the Securities (or any portion thereof) is not consummated for any reasonPreferred Shares, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.each

Appears in 1 contract

Sources: Subscription Agreement (E4l Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock units (the “Securities” or “Units), ) of Next Thing Technology Brain Scientific Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 9.00 per share of Class A Common Stock Unit (the “Per Security Price”), which equates to a price of $1.80 per share of Common Stock, provided that a Subscriber must purchase the Units in at least the amount of the minimum investment of $504 (56 Units), upon the terms and conditions set forth herein. The minimum subscription is Each Unit offered herein consists of five (5) shares of the Company’s common stock (the “Common Stock”), par value $1500.001 per share, and a warrant (the “Warrant”) to purchase one (1) share of the Common Stock. The rights holders of the Class A Warrants may exercise the Warrants to purchase shares of the Common Stock at the price of $2.25 per share within three years from the issuance date of the Warrants. The terms and conditions of the Warrants are as set forth in the Restated Certificate form of Incorporation, filed the Warrant Agreement included as Exhibit 2.1 4.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ____, 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,111,111 Units (the “Maximum Offering”). The Company may accept subscriptions until ____, 2021 unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event that the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Brain Scientific Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A units (the “Units”) consisting of one share of Series D Preferred Stock (“Series D Preferred Stock”) and one Common Stock Purchase Warrant (the “Warrants”) to purchase one share of common stock, $.001 par value per share (the “Common Stock”) (collectively, with the Bonus Shares as defined in the Offering Circular, the “Securities”), of Next Thing Technology Hypha Labs, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 1,000 per share of Class A Common Stock Unit (the “Per Security Unit Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000, or 5,000 Units. The rights and preferences of the Class A Series D Preferred Stock and Common Stock are as set forth in the Restated Certificate of Designation or Articles of Incorporation, as amended, of the Company, respectively, filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). The terms and conditions of the Warrants are as set forth in the Form of Warrant included as an exhibit to the Offering Statement. (b) Subscriber understands that the Company will assess a transaction fee of 2.0% of the value of the Units subscribed for. This transaction fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular (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. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Units Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities Units sold shall not exceed 25,000,000 $10,000,000 (the “Maximum Offering”) composed of 50,000,000 Units to be sold by the Company and 10,000,000 shares of Series D Preferred Stock issued for no additional consideration as Bonus Shares (as defined in the Offering Circular). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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.

Appears in 1 contract

Sources: Subscription Agreement (Hypha Labs, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Inc.Future Pearl Labs, Inc. dba “Bobacino”, a Delaware corporation (the “Company”), at a purchase price of $3.00 2.39 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150105 shares. The rights of the Class A Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated December [_], 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 2,008,368, which includes up to 334,728 shares issued as “Bonus Shares”, as defined in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until for one year following qualification by the termination of SEC, unless otherwise extended by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).

Appears in 1 contract

Sources: Subscription Agreement (Future Pearl Labs, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock units (the “Units” or the “Securities”)) of OriginClear, of Next Thing Technology Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of [$3.00 0.01] per share of Class A Common Stock Unit (the “Per Security Price”), upon Each Unit offered herein consists of one (1) shares of the Company’s common stock (the “Common Stock”), par value $0.0001 per share, and one warrant (the “Warrants”), each exercisable into one (1) share of the Common Stock. The holders of the Warrants may exercise the Warrants to purchase shares of the Common Stock at the price of the final offering price in the Regulation A+ Offering per share within one year from the issuance date of the Warrants. The terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock Warrants are as set forth in the Restated Certificate form of Incorporation, filed the Warrant included as Exhibit 2.1 4.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ____, 2024 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ____, 2024 unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event that the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.

Appears in 1 contract

Sources: Unit Purchase Agreement (Originclear, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for Subscriber acknowledges and agrees to purchase Class A Common Stock that this subscription (i) is conditioned upon acceptance by the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (which time it becomes irrevocable on the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement Subscriber and (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. (cii) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at in its sole discretiondiscretion at any time. Upon The Subscriber agrees to be bound by all the expiration terms and provisions of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if anythis Subscription Agreement, the subscription may no longer be revoked at the option of the Subscriber. In additionMemorandum, the Company’s bylaws, at its sole discretionin the form attached hereto as Appendix C (as amended, may allocate to Subscriber only a portion the “Bylaws”), the Company’s articles of incorporation, in the number of Securities Subscriber has subscribed for. The form attached hereto as Appendix D (as amended, the “Charter”), the Investment Advisory Agreement by and between Barings LLC (the “Adviser”) and the Company, in the form attached hereto as Appendix E (as amended, the “Advisory Agreement”) and the Administration Agreement by and between the Company will notify Subscriber whether and Barings LLC, the administrator (the “Administrator”), in the form attached hereto as Appendix F (as amended, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, the “Operative Documents”) together with this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateSubscription Agreement. (db) The Subscriber agrees to purchase Shares for the aggregate number purchase price set forth on the signature page below, payable under the terms and subject to the conditions set forth herein. The minimum purchase amount for Shares is $50,000, after which additional investments must be in increments of Securities sold shall $5,000, each subject to the discretion of the Company (including, but not exceed 25,000,000 limited to, the discretion to accept a lower amount). (c) The Company has filed a registration statement on Form 10 (the “Maximum OfferingRegistration Statement”) for the registration of its common stock with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Registration Statement is not the offering document pursuant to which the Company may accept subscriptions until is conducting this offering of securities. Accordingly, the termination of Subscriber should rely exclusively on information contained in the Offering Memorandum, together with reports and other documents the Company files under the Exchange Act from time to time, in accordance with making its terms investment decisions. The Company has entered and expects to enter into separate Subscription Agreements (the “Termination DateOther Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”). The Company may elect at any time 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 providing for the sale of Shares to the Securities (or any portion thereof) is not consummated for any reason, this Other Investors. This Subscription Agreement shall have no force or effectand the Other Subscription Agreements are separate agreements, except for Section 5 hereof, which shall remain in force and effectthe sales of Shares to the undersigned and the Other Investors are to be separate sales.

Appears in 1 contract

Sources: Subscription Agreement (Barings Private Credit Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology GAB AI, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 4.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150250.00. The rights of the Class A Common Stock Securities are as set forth in the Amended and Restated Certificate of Incorporation, Incorporation of the Company filed as Exhibit 2.1 to the offering circular to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________ (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 2,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of earlier of: (1) the Offering date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualified by the Commission, or (3) the date at which the offering is earlier terminated by us in our sole discretion, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 4 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Gab AI Inc)

Subscription. (a) The undersigned (“Subscriber”) 1.1 On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock such number of Units as is set forth on page 2 of this Agreement at a price of CAD$0.50 per Unit for the Subscription Amount shown on page 2 of this Agreement, which is tendered herewith (such subscription and agreement to purchase being the “Subscription”), and the Issuer agrees to sell the Units to the Subscriber, effective upon the Issuer’s acceptance of this Agreement. 1.2 The Subscriber acknowledges that the Units have been offered to the Subscriber as part of an offering by the Issuer of additional Units to other subscribers for gross proceeds of up to $4,000,000 (or any such greater or lesser amount as may be determined by the Issuer in its sole discretion) (the “Offering”). 1.3 Each Unit will consist of one Share and one Warrant. Each Warrant will entitle the holder thereof to purchase one Warrant Share, as presently constituted, for a period of two (2) years commencing from the Closing Date at an exercise price of CAD$0.75 per Warrant Share. The Units, the Shares, the Warrants and the Warrant Shares are referred to herein as the “Securities”), . 1.4 The Warrants will contain a provision restricting the exercise of Next Thing Technology Inc., a Delaware corporation the Warrants as follows: (a) Notwithstanding anything to the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions contrary set forth herein. The minimum subscription is $150. The rights , at no time may the Subscriber of any Warrant exercise the Warrants if the number of shares to be issued pursuant to such exercise would exceed, when aggregated with all other shares owned by such Subscriber at such time, the number of shares which would result in such Subscriber beneficially owning (as determined in accordance with Section 13(d) of the Class A Common Stock are Securities Exchange Act of 1934, as set forth amended, and the rules thereunder) in the Restated Certificate excess of Incorporation, filed as Exhibit 2.1 to the Offering Statement 4.99% of all of the shares outstanding at such time; provided, however, that upon the Subscriber providing the Company filed with the SEC sixty-one (the “Offering Statement”). (b61) Subscriber understands days’ notice that the Securities are being offered pursuant such Holder would like to an offering circular (the “Offering Circular”) filed waive this Section with the SEC as part regard to any or all shares issuable upon exercise of the Offering Statement (SEC File No. [X])Warrants, as may this Section will be amended from time of no force or effect with regard to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies all or a portion of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Warrants referenced in such notice; provided, further, that this Section shall be of no further force or effect during the Subscriber to make an investment decision. sixty-one (c61) 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 days immediately preceding 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 term 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 terminateWarrants. (d) The aggregate number 1.5 All dollar amounts referred to in this Agreement are in lawful money of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offeringCanada, on various dates at or prior to the Termination Date (each a “Closing Date”)unless otherwise indicated. (e) 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: Private Placement Subscription Agreement (CurrencyWorks Inc.)