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 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 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 Common Stock (the “Securities”), of Next Thing Technology Inc.BioLife4d, 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”), ) with a minimum purchase of 25 shares or $250 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 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 5,000,000 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 4 contracts

Sources: Subscription Agreement (BioLife4D Corp), Subscription Agreement (BioLife4D Corp), Subscription Agreement (BioLife4D Corp)

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 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 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”) 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 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 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 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”) 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 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 (“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 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 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 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 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 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”) 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. (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 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 (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 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 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 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 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. (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 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 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 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 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) 2.1. The undersigned (“Subscriber”) Subscriber hereby subscribes confirms its irrevocable subscription for and agrees offer to purchase Class A Common Stock (the “Securities”)Purchased Securities from the Corporation, 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 on and subject to the terms and conditions set forth hereinout in this Agreement, for the aggregate Subscription Price. 2.2. The minimum subscription is $150. The rights Subscriber acknowledges and agrees that: (a) the Shares being subscribed for hereunder form part of the Class A Common Stock are as set forth in the Restated Certificate a larger offering of Incorporation, filed as Exhibit 2.1 up to the Offering Statement of the Company filed with the SEC 30,000,000 Shares (the “Offering StatementOffered Securities”) offered for sale by the Corporation at a subscription price of $0.07 per Share (the “Subscription Price”)., for gross aggregate proceeds of up to $2,100,000; (b) Subscriber understands that there is no minimum amount required to be raised by the sale of the Offered Securities are being offered pursuant to an offering circular (and the “Offering Circular”) filed with the SEC as part proceeds of the Offering Statement (SEC File No. [X]), as may will be amended from time immediately available 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.Corporation; (c) The Subscriber’s this subscription may be accepted is subject to rejection, acceptance or allotment by the Corporation in whole or in part. If this Agreement is rejected in whole or in part, at any time prior the Subscriber acknowledges that the unused portion of the aggregate Subscription Price of the Purchased Securities will be promptly returned to it without interest or deduction. Subject to the terms and conditions hereof, this subscription will be effective upon its acceptance by the Corporation and subject to receipt of all applicable regulatory approvals; (d) the Offered Securities will be issued on a private placement basis to qualified purchasers pursuant to exemptions from the prospectus and registration requirements under the Applicable Securities Laws. In Canada, the Offered Securities will be subject to a hold period of four months and one day following the Closing Date Date; and (as hereinafter defined)e) the Offering is not brokered and, by accordingly, no agent has conducted due diligence or negotiated the Company at its sole discretion. Upon the expiration terms 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 Offering on behalf of the Subscriber. In additionWhere permitted by Applicable Securities Laws, the Company, at its sole discretion, Corporation may allocate pay a finder’s fee to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether individuals or companies who refer investors who participate in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’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 (an amount that 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 Corporation in its entirety, or in the event 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 hereofsole discretion may determine, which shall remain fee will be payable in force and effectpayable in cash and/or securities.

Appears in 1 contract

Sources: Common Share Subscription Agreement (Perkins Rowland)

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 1.50 (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 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 Before this Subscription is considered, the Participant must complete, execute and deliver to the Company the following: Participant’s Initials Annex B-2 Wire Transfer Instructions Calpian, Inc. (i) This Common Stock Subscription Agreement and Lock-up Agreement; (ii) The Certificate of Accredited Investor Status, attached hereto as provided hereinAnnex A; and (iii) The Participant’s check in the amount of $ in exchange for Offered Shares purchased, Subscriber acknowledges that Subscriber has received access or wire transfer sent according 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 agents, Colorado Financial Service Corporation (“Colorado”), and/or other advisors, placement agents, broker dealers and/or finders (collectively the “Placement Agents”) 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 Agents, (y) an unallocated expense reimbursement of 2.0% of the proceeds raised in such statethis Offering from investors introduced to the Company by Placement Agents, 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 Agents, the subscription may no longer be revoked exercisable at the option Offering Price. The Company has also agreed to indemnify the Placement Agents against certain civil liabilities, including liabilities under the Securities Act. The Placement Agents have agreed to offer the Offered Shares on a “best efforts” basis. ▇▇▇▇▇ ▇. ▇▇▇▇▇, a director and stockholder of the Subscriber. In additionCompany, serves as a registered representative and Managing Director of Colorado and shall be entitled to a portion of any fees paid and warrants issued to Colorado by the Company in connection with this Offering. (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 Offered Shares; or (ii) March 31, 2012 (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 one hundred twenty (120) days. The Company will notify Subscriber whether this target Offering is for up to 2,666,667 shares of common stock for an aggregate raise of $4,000,000, and the Company, at its option, may offer up to an additional 666,667 shares of common stock for a total maximum aggregate raise of $5,000,000. The minimum subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’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 for $50,000 (the “Maximum OfferingMinimum Subscription”). The , although the Company may reserves the right to accept subscriptions until for less than the termination of the Offering in accordance with its terms (the “Termination Date”)Minimum Subscription. The Company may elect at any time to close all or any portion have multiple closings of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)Offering. (eh) In 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 event Securities Exchange Act of rejection of this subscription in its entirety1934, as amended (the “Exchange Act”), or short sale position with respect to the Company’s securities. (i) The purchase price is payable by check to the Company’s address set forth in the event 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 (Calpian, Inc.)

Subscription. (a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common shares (the “Shares”) of Series S Preferred Stock (the “SecuritiesSeries S Preferred Stock”), par value $0.001 per share, of Next Thing Technology Knightscope, Inc., a Delaware corporation (the “Company”), which shares of Series S Preferred Stock are convertible into shares of Class A Common Stock of the Company, par value $0.001 per share (the “Class A Common Stock”). Such purchases shall be made at a purchase price of $3.00 10.00 per share of Class A Common Series S Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Subscriber’s subscription amount, upon the terms and conditions set forth herein. The minimum subscription is purchase that may be made by any Subscriber shall be $150500. Subscriptions for investment below the minimum investment may be accepted at the discretion of the Platform and the Company. The rights purchase price of each Share is payable in the manner provided in Section 2(a) below. The Shares being subscribed for under this Subscription Agreement and the Class A Common Stock issuable upon the conversion of the shares of Series S Preferred Stock subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Amended and Restated Certificate of IncorporationIncorporation of the Company, filed as Exhibit 2.1 available 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 _____, 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 acknowledges that Subscriber has received access to this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decisiondecision with respect to the Securities. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter 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 Shares that Subscriber has subscribed forto purchase hereunder. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’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 shares of Series S Preferred Stock that may be sold by the Company in this offering shall not exceed 25,000,000 3,000,000 shares (the “Maximum OfferingShares”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing DateClosing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Appears in 1 contract

Sources: Subscription Agreement (Knightscope, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of Next Thing Technology Inc.[SERIES NAME], a Series of Wahed Real Estate Series 1 LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $3.00 ________ 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 $150_________, or _____ Series Interest[s]. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationWahed Real Estate Series 1 LLC (the “Operating Agreement”) 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 ______________, 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 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) It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. By subscribing to the Securities hereby and executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) hereby acknowledges and agrees that this Subscription Agreement serves as a Form of Adherence under the Operating Agreement and, on the relevant Closing Date, Subscriber will be added as a Member of the Company under the Operating Agreement and is deemed to agree to adhere to the terms of the Operating Agreement as such. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 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”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Subscriber 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 (Wahed Real Estate Series 1 LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for 1.1 On the basis of the representations and agrees warranties and 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 , the Subscriber hereby irrevocably subscribes for and agrees to purchase the number of Base Shares at the Class A Common Stock are Base Purchase Price per Share (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]such may be adjusted), and if applicable, the number of Bonus Shares to which the Subscriber is entitled as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access prescribed by Schedule "A" to this Subscription Agreement, copies each as set forth on page 2 (such subscription and agreement to purchase being the "Subscription") for the Subscription Amount shown on page 2 of this subscription agreement (the "Agreement"), which is tendered herewith, on the basis of the Offering Circular representations and Offering Statement including exhibits thereto warranties and any other information required subject to the terms and conditions set forth in this Agreement, it being understood and acknowledged by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may and the Issuer that the price per Share so subscribed for shall be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), determined by dividing the aggregate Subscription Amount by the Company at number of Shares subscribed for. For greater certainty, any Bonus Shares to which the Subscriber is entitled as set out in Schedule :"A" to this Subscription Agreement and for which they subscribe for on page 2 hereof shall operate so as to discount the Base Purchase Price per Share on the basis of the calculation in the preceding sentence. The Subscriber must invest a minimum of $522; however, the Issuer reserves the right to waive this minimum in its sole discretion. Upon . 1.2 The Issuer hereby agrees to sell the expiration Shares to the Subscriber on the basis of the period specified representations and warranties and subject to the terms and conditions set forth in Subscriber’s state for notice filings before sales this Agreement. Subject to the terms of this Agreement, the Agreement will be effective upon its acceptance by the Issuer. 1.3 By executing this Private Placement Subscription and Joinder Agreement, Subscriber hereby agrees to join as a party that is designated as a "Shareholder" to that certain Voting Agreement dated as of April 12, 2021 as such Agreement may be made amended and restated hereafter (the "Voting Agreement") as entered into by and among the Company and its shareholders attached hereto as Exhibit A, such joinder will become effective upon the Company's acceptance of the Subscription described in such state, if any, this Section 1. Any notice required or permitted to be given to Subscriber under the subscription may no longer Voting Agreement shall be revoked given to Subscriber at the option of address provided with Subscriber's subscription. Subscriber confirms that undersigned has reviewed 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) Voting Agreement and will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminatebound by the terms thereof as a party who is designated as a Shareholder thereunder. (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: Private Placement Subscription Agreement (Naqi Logix 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 Water on Demand, of Next Thing Technology Inc., a Delaware Texas corporation (the “Company”), at a purchase price of $3.00 2.50 per share of Class A Common Stock Unit (the “Per Security Price”), upon Each Unit offered herein consists of (i) one (1) share of the Company’s common stock (the “Common Stock”), par value $0.0001 per share, and (ii) two (2) warrants (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 $2.50 within twelve months 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 3.4 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 March, 2025 (as amended, 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 March 31, 2026 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 (Water on Demand, Inc.)

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 (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 MoneyOnMobile, of Next Thing Technology Inc., a Delaware Texas corporation (the “Company”) the number of shares (the “Shares”) of the Company’s Series F Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), set forth on the signature page hereto at a purchase price of One Thousand Dollars ($3.00 1,000.00) per share share, for the aggregate subscription price set forth on the signature page hereto (the “Purchase Price”). The Preferred Stock carries the rights, limitations and preferences set forth in the Certificate of Class A Common Designation attached hereto as Exhibit B. The minimum investment is $50,000, unless the Company, in its sole discretion, accepts subscriptions for lesser amounts. 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 (the “Subscription Agreement”), including but not limited to the the risk factors (“Risk Factors”) set forth on Schedule I hereto, relating to the offering (the “Offering”) by the Company of a minimum of $5,000,000 (the “Minimum Offering Amount”) and up to a maximum of $10,000,000 of Preferred Stock (the “Per Security PriceMaximum Offering Amount”), upon unless the terms and conditions set forth hereinMaximum Offering Amount is increased to $20,000,000 by the Company’s Board of Directors. The minimum subscription offering price of the Shares has been unilaterally determined by the Company and is $150not based on its assets or earnings. The rights Shares will be offered and sold by the Company. However, the Company reserves the right to engage one or more placement agents (a “Placement Agent” or collectively “Placement Agents”), who, once engaged, may receive commissions of up to 9% of the Class A Common Stock are as set forth total proceeds raised in the Restated Certificate Offering. Prior to, or simultaneously with, the date of Incorporationthis Agreement, filed the Company offered Convertible Bridge Notes, in the form attached hereto as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC C (the “Offering StatementBridge Notes”). (b) Subscriber understands that the Securities are being offered pursuant , to an offering circular certain accredited investors (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 Bridge Offering”). The If the Company may accept receives subscriptions until totaling or greater than the termination Minimum Offering Amount, all principal and dividends that have accrued (but in no event less than one (1) years worth of dividends) on the Bridge Notes will automatically convert into shares of Preferred Stock at a conversion price equal to One Thousand Dollars ($1,000.00) per share. For the avoidance of doubt the aggregate principal amount of the Bridge Notes sold in the Bridge Offering shall be aggregated for the purposes of determining the aggregate subscriptions towards the Minimum Offering Amount hereunder. Accordingly, Purchaser acknowledges that the proceeds received by the Company pursuant the Minimum Offering Amount shall be less than the Minimum Offering 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 shares can be publicly traded. 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 terms (periodic reports, that allow for Purchasers, or successors and assigns, to transfer restricted securities of the “Termination Date”). The Company may elect at any time to close all in reliance upon Rule 144 or any portion of this offering, on various dates at or prior other exemption to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale registration requirement of the Securities Act of 1933, as amended. Furthermore, Purchaser acknowledges that a significant portion of the net proceeds of this Offering will be applied to working capital and other general corporate purposes, including but not limited to the repayment or prepayment of outstanding debt and compensation (in the form of salary and bonuses) to officers and directors. Accordingly, 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 urged to consult with their attorneys, accountants and personal investment advisors prior to making any portion thereof) is not consummated for any reasondecision to invest in the Company and to carefully review, this Subscription Agreement shall have no force or effectwith the assistance of their attorneys, except for Section 5 hereofaccountants and personal investment advisors, which shall remain in force and effectthe Risk Factors set forth on Schedule I hereto.

Appears in 1 contract

Sources: Subscription Agreement (MoneyOnMobile, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Miso Robotics, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $3.00 4.97 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 Eights Amended and Restated Certificate of IncorporationIncorporation and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (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 This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations with respect to such rejected amounts hereunder shall terminate. (d) The aggregate number value of Securities sold shall not exceed 25,000,000 $4,878,045 not including investor fees (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms April 30, 2025 (the “Termination Date”). The Providing that subscriptions for $25,000 worth of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) Subscriber understands that a processing fee of 3.5% of the value of the Securities will be assessed on the Subscription. This processing fee shall count towards the per investor limit set out in Section 4(e) below. (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. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, except heirs, successors and assigns (collectively, “Transferees”); provided that for Section 5 hereofany 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 remain in force be acknowledge, agree, and effectbe bound by the representations and warranties of Subscriber as set forth herein and the terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology LIFT Aircraft, 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___ representing _____ shares of the Company. The Common Stock being subscribed for under this Subscription Agreement is also referred to as the “Securities.” The rights and preferences of the Class A Common 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 StartEngine Primary, LLC 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 5(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. (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 , subject to the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriberconditions set forth herein. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 $25,000,000, excluding Securities that may be issued as Bonus Shares, as defined in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until (i) the termination of date the Maximum Offering has been sold to investors, or (ii) the date at which the offering is earlier terminated by the Company in accordance with its terms sole discretion (the “Termination Date”). The Providing all 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”). (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 (as defined below) 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 (Lift Aircraft Inc.)

Subscription. (a) The undersigned (the SubscriberPurchaser) ), intending to be legally bound, hereby subscribes for and irrevocably agrees to purchase Class A Common Stock from Pacific Blue Energy Corporation (the “SecuritiesCorporation), ) the number of Next Thing Technology Inc., a Delaware corporation common shares (the “CompanyCommon Shares), ) at a purchase price of $3.00 1.00 per share (the "Purchase Price"), as set forth on the Signature Page at the end of Class A Common Stock this subscription agreement (the “Per Security PriceAgreement”), upon the terms and conditions hereinafter set forth hereinforth. The minimum purchase per investor is 20,000 Common Shares or $20,000. This subscription is $150submitted to the Corporation in accordance with and subject to the terms and conditions described in this Agreement. The rights Corporation is offering a maximum of 3,000,000 Common Shares at the Purchase Price on a best efforts basis, with no minimum number of Common Shares being sold. As a result, the Purchaser understands that it is possible that the Corporation will not receive any proceeds from the sale of Common Shares other than the purchase price 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 Shares previously sold 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 stateCompany, if any, and the Purchase Price of the Common Shares being purchased by the Purchaser. The undersigned is delivering the subscription may no longer be revoked at the option payment made payable to “PACIFIC BLUE ENERGY CORPORATION” and two fully executed copies of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only this Agreement; a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’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 completed Investor Questionnaire (the “Maximum OfferingSubscriber Questionnaire). The Company may accept subscriptions until ): A prospective investor remitting the termination purchase price by wire transfer should provide the appropriate payment by wire transfer of immediately available funds to the Offering attorney client trust account maintained at Bank of America, by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, in accordance with its terms the following wire transfer instructions: Receiving Bank Name: Routing Number: SWIFT CODE: Beneficiary’s Name: Reference: Beneficiary’s Account #: The undersigned understands that the Common Shares are being issued pursuant to the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “Termination DateSecurities Act”), provided by Regulation D Rule 506, or Regulation S of such Securities Act. As such, the Common Shares are only being offered and sold to investors who qualify as “accredited investors,” and a limited number of sophisticated investors, and persons who are not “US persons” as defined in Regulation S under the Securities Act. The Company may elect at any time to close all or any portion of Corporation is relying on the representations made by the undersigned in this offeringAgreement that the undersigned qualifies as such an accredited, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entiretysophisticated, or in the event the sale non “US person” investor. The Common Shares are “restricted securities” for purposes of the Securities (or any portion thereof) is United States securities laws and cannot consummated for any reason, this Subscription Agreement shall have no force or effect, be transferred except for Section 5 hereof, which shall remain in force and effectas permitted under these laws.

Appears in 1 contract

Sources: Subscription Agreement (Pacific Blue Energy Corp.)

Subscription. (a) 1.1. The undersigned (the SubscriberPurchaser) ), intending to be legally bound, hereby subscribes for and irrevocably agrees to purchase Class A Common Stock from ▇▇▇▇▇ Financing LLC, a Delaware limited liability company (“Landa Financing”) the number of common shares, which represent limited liability company interests in Landa Financing (the “SecuritiesShares”), set forth on the signature page of Next Thing Technology Inc., a Delaware corporation this Subscription Agreement (the this CompanySubscription Agreement), ) at a purchase price of $3.00 [ ] per share Share for the aggregate purchase price set forth on the signature page of Class A Common Stock this Subscription Agreement (the “Per Security Subscription Price”), upon ) and on 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 this Agreement and in the Amended and Restated Certificate Operating Agreement of IncorporationLanda Financing, 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. [Xdated [ ]), as may be amended from time to timetime (the “Operating Agreement”), a copy of which the Purchaser acknowledges he or she or it has received and reviewed. This subscription is submitted by the Purchaser to Landa Management LLC, the manager of Landa Financing (the “Manager,” and together with Landa Financing, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by Landa Financing of up to $75,000,000 worth of Shares (the “Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares are being offered pursuant to an offering circular, dated [ ], as amended from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agreement as provided hereinAgreement, Subscriber the Purchaser acknowledges that Subscriber the Purchaser has received access to and reviewed this Subscription Agreement, copies of the Offering Circular and Statement, including the exhibits thereto, the Offering Statement including exhibits thereto Materials, and any other information required by the Subscriber Purchaser to make an investment decisiondecision with respect to the Shares. (c) The Subscriber’s 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from Landa Financing hereunder, Landa Financing shall have no obligation to sell the Shares or any portion thereof to the Purchaser unless and until the Manager has accepted the subscription of the Purchaser with respect to such Shares in accordance with Section 3.1, which acceptance may be accepted for all or rejected any portion or all of such Shares, and the determination of which shall be made by the Manager in whole or in part, its sole discretion at any time prior to a Closing until the earlier of the Termination Date (as hereinafter defined), by defined below) or the Company at its sole discretion. Upon the expiration Manager’s rejection of the period specified subscription of the Purchaser with respect to such Shares in Subscriber’s state for notice filings before sales may be made in such state, if any, accordance with Section 2. If the Manager accepts the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate Purchaser with respect to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejectedShares, Subscriber’s payment (or portion thereof if partially rejected) will be returned the Purchaser shall remain committed 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 (purchase the “Maximum Offering”). The Company may accept subscriptions until the termination remainder of the Offering in accordance with its terms (Shares upon any subsequent acceptance by the “Termination Date”). The Company may elect at any time to close Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of this offering, on various dates which shall be made by the Manager in its sole discretion at or prior to any time until the earlier of the Termination Date (each a “Closing Date”). (e) In or the event of Manager’s rejection of this the subscription of the Purchaser with respect to such Shares in its entirety, or in the event accordance with Section 2. The closing of the sale of any Shares for which the Securities Manager has accepted the Purchaser’s subscription (or any portion thereofeach, a “Closing”) 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 effectoccur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement (Landa Financing LLC)

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions set forth in this Agreement, in the event that any holder of Common Stock, contemporaneously with or prior to the vote of the Company’s stockholders in the Special Meeting, elects to have such holder’s shares of Common Stock redeemed by the Company, the Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock from the Company, at a purchase price per share equal to the redemption price per share based on the amount of funds in the Trust Account as of the date of the redemption deadline (the “SecuritiesTrust Price”), up to the lesser of Next Thing Technology Inc.(x) $50,000,000 in aggregate purchase price of shares of Common Stock of the Company, a Delaware corporation less the aggregate purchase price of the Backstop Shares purchased by it pursuant to Section 2 hereof, and (y) the aggregate value (based on the Trust Price) of the number of shares so elected to be redeemed by holders of Common Stock, and the Company agrees to sell such shares to the Subscriber at such per share price (the shares of Common Stock to be so sold, the CompanyRedemption Shares”), provided that, if the Merger Closing does not occur on or before January 23, 2020 (unless otherwise extended by mutual consent of the parties hereto), then the Subscriber’s obligations to purchase, and the Company’s obligation to issue, shares pursuant to the foregoing sentence are extinguished as of such date. Any such purchase shall be consummated immediately prior to the Merger Closing. (b) Subject to the terms and conditions set forth in this Agreement, at the election of Vivint (exercisable upon written notice delivered to the Subscriber and the Company not less than two (2) Business Days prior to the Merger Closing), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, at a purchase price of $3.00 10.00 per share, up to $50,000,000 in aggregate purchase price of shares of Common Stock of the Company, less the aggregate purchase price of (i) the Backstop Shares purchased by it pursuant to Section 2 hereof and (ii) the Redemption Shares purchased by it pursuant to Section 3(a) hereof, and the Company agrees to sell such shares to the Subscriber at such per share price (the shares of Class A Common Stock (to be so sold, collectively with the Redemption Shares, the “Per Security PriceSubject Shares”), upon provided that, if the terms and conditions set forth herein. The minimum subscription is $150. The rights Merger Closing does not occur on or before January 23, 2020 (unless otherwise extended by mutual consent 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]parties hereto), 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 then 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 to purchase, and the Company’s obligation to issue, shares pursuant to the foregoing sentence are extinguished as of such date. Any such purchase 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 be consummated immediately prior to the Termination Date (each a “Closing Date”)Merger Closing. (e) In the event of rejection of this subscription in its entirety, or in the event 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 Backstop Agreement (Mosaic Acquisition Corp.)

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.

Appears in 1 contract

Sources: 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 Coherix, 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 $1501,200.00. The rights of the Class A Common Stock are as set forth in the Amended and Restated Certificate Articles of Incorporation, filed as Exhibit 2.1 which is 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 __________ __, 201_ (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 2,500,000 (the “Maximum Offering”). The Company may accept subscriptions until __________ __, 201_, 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.

Appears in 1 contract

Sources: Subscription Agreement (Coherix 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 “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 of Class Incorporation, substantially in the form attached hereto as Exhibit A Common Stock (the “Per Security PriceCertificate”), upon in the Company’s Bylaws, substantially in the form attached hereto as Exhibit B (the “Bylaws”), in the Investment Advisory and Management Agreement between the Company and TSL Advisers, LLC (the “Adviser”), substantially in the form attached hereto as Exhibit C (the “Advisory Agreement”) and in the Administration Agreement between the Company and the Adviser, substantially in the form attached hereto as Exhibit D (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 (State of New Jersey Common Pension Fund B)

Subscription. (a) 1. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), Shares 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 are as set forth Share in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to amount indicated on the Offering Statement of the Company filed signature page hereto. Simultaneously 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 execution 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 undersigned is paying and Offering Statement including exhibits thereto and any other information required by the Subscriber delivering 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 discretionthe address set forth below, may allocate the amount set forth on the signature page below, in the form of a check or wire transfer (the "Payment") payable to Subscriber only a portion "Comerica Bank, I.T. Technology Escrow Account" to be deposited with the Comerica Bank (the "Escrow Agent"). THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT BY EXECUTING AND DELIVERING THIS SUBSCRIPTION AGREEMENT ALONG WITH PAYMENT FOR THE AMOUNT OF SHARES SUBSCRIBED FOR HEREUNDER, THE UNDERSIGNED IS MAKING AN IRREVOCABLE COMMITMENT TO PURCHASE THE SHARES PURSUANT TO THE TERMS CONTAINED HEREIN AND IN THE PROSPECTUS. SUCH COMMITMENT BY THE UNDERSIGNED MAY NOT BE MODIFIED, REVOKE OR WITHDRAWN, NOR SHALL THE UNDERSIGNED BE ENTITLED TO THE RETURN OF ANY FUNDS TENDERED TO THE ESCROW AGENT, EXCEPT AS EXPRESSLY PURSUANT TO SECTION 2. PROVIDED HEREIN 2. The undersigned understands that the Payment will be held in escrow for his benefit by the Escrow Agent pursuant to the terms of the number Escrow Agreement (the "Escrow Agreement") dated as of Securities Subscriber has subscribed forMay 1, 2000 between the Company and the Escrow Agent. The Company offering period will notify Subscriber whether this subscription is accepted (whether in whole terminate on December 4, 2000 which date may be extended or in part) or rejectedadvanced without notice to subscribers until not later than January 3, 2001, by the mutual agreement of the Underwriter and the Company. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) The Payment will be returned to Subscriber without promptly, with any interest earned thereon less expenses associated with the Escrow Account, on the basis described in the Prospectus, in the event that for any reason the purchase and all sale of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall the Shares is not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the consummated within thirty days following termination of the Offering offering period (such date is hereinafter referred to as the Closing Date and shall in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offeringno event be later than January 3, on various dates at or prior to the Termination Date (each a “Closing Date”). (e2001) 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) undersigned"s subscription 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 effectrejected.

Appears in 1 contract

Sources: Subscription Agreement (I T Technology Inc)

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 1. On the basis of the representations and agrees warranties and 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 , the Subscriber hereby irrevocably subscribes for and agrees to purchase the Securities for aggregate proceeds of the Class A Common Stock are Subscription Amount as set out on the first page of this Subscription Agreement (such payment and agreement to purchase being the "Subscription" and including any affixed and executed schedule, the "Subscription Agreement" or "Agreement"), which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth in this Agreement. SAMPLE 2. The Issuer hereby agrees to sell the Restated Certificate of Incorporation, filed as Exhibit 2.1 Securities to the Offering Statement Subscriber on the basis of the Company filed with representations and warranties and subject to the SEC terms and conditions set forth therein, and as subject thereby, the Agreement will be effective upon its acceptance by the Issuer. DO NOT COPY 3. The Issuer has engaged FrontFundr Financial Services Inc. (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]"FrontFundr"), an exempt market dealer, 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 agent 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 respect of this offering. FrontFundr will facilitate and process subscriptions through its online portal and will designate a specific offering subsite URL (the "Deal Page") for the offering contemplated by this Agreement. Sign applicable box If the Subscriber is subscribing under the "accredited investor" or the "family, friends and business associate" prospectus exemption as set out in National Instrument (NI) Prospectus Exemptions 45-106 ("NI 45-106") section 2.3 (the "Accredited Investor Exemption") or section 2.5 (the "Family, Friends and Business Associates Exemption" and together, the "AI Exemptions"), the minimum and maximum offering amount hereunder, if any (the "AI Offering"), is described on various dates at or prior to the Termination Date Deal Page. If the Subscriber is subscribing under the "offering memorandum" prospectus exemption as set out in NI 45-106 section 2.9 (each a “Closing Date”the "Offering Memorandum Exemption"). , the minimum and maximum offering amount hereunder, if any (ethe "OM Offering") In the event of rejection of this subscription in its entirety, or is described in the event Form 45-106F2 – Offering Memorandum for Non- Qualifying Issuers (the sale of "Offering Memorandum") that is affixed to this Agreement. If the Securities Subscriber is subscribing under the "start-up crowdfunding" prospectus exemption as set out in NI 45-110 - Start-up Crowdfunding Registration and Prospectus Exemptions (or "NI 45-110") (the "Crowdfunding Exemption"), the minimum and maximum offering amount hereunder, if any portion thereof) (the "Crowdfunding Offering", with the OM Offering, the "Retail Offering", and together with the AI Offering, the "Offering"), is not consummated for any reasonstipulated in the Form 45-110F1 – Offering Document (the "Offering Document"), that is affixed to this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectAgreement.

Appears in 1 contract

Sources: Subscription Agreement

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 Owl Rock Capital Corporation (the “Company”) on the terms and conditions described herein, in the Company’s Confidential Private Placement Memorandum (together with any appendices and supplements thereto, the “Memorandum”), at a purchase price in the Company’s Amended and Restated Charter, dated as of $3.00 per share of Class A Common Stock , 2016 (the “Per Security PriceCharter”), upon in the Company’s Bylaws, dated as of , 2016 (the “Bylaws”), in the Investment Advisory Agreement between the Company and Owl Rock Capital Advisors LLC (the “Adviser”), dated as of , 2016 (the “Investment Advisory Agreement”) and in the Administration Agreement between the Company and the Adviser, dated as of , 2016 (the “Administration Agreement” and together with the Charter, the Bylaws, the Investment Advisory Agreement and the Memorandum, 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 (Owl Rock Capital Corp)

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”) 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 irrevocably subscribes for and agrees to purchase Class A ______ shares of Non-Voting Common Stock Stock, par value $0.000001 per share (the “SecuritiesNon-Voting Common Stock”), of Next Thing Technology Emerging Fuels Technology, Inc., a Delaware an Oklahoma corporation (the “Company”), at a purchase price of $3.00 3.60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription amount for Non-Voting Common Stock is $150360.00. The shares of Non-Voting Common Stock being subscribed for under this Subscription Agreement and the shares of Common Stock, par value $0.000001 per share (“Common Stock”), issuable upon conversion of the Non-Voting Common Stock are also referred to as the “Securities.” The rights of the Class A Common Stock Securities are as set forth in the Second Amended and Restated Certificate of Incorporation, as amended, 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 _______, 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 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 20,833,333 (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 (Emerging Fuels Technology, 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 Piestro, Inc. (f/k/a Future Labs VI, Inc.), a Delaware corporation (the “Company”), at a purchase price of $3.00 2.56 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150391 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 February [_], 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 1,953,125 shares, plus up to 585,938 “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, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Sources: Subscription Agreement (Piestro, Inc.)

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby subscribes for and agrees to purchase Class A Common Stock the aggregate principal amount of 8% Convertible Senior Notes (the “SecuritiesConvertible Notes)) of Orion Ethanol, of Next Thing Technology Inc. (formerly, RTO Holdings, Inc., a Delaware corporation ) (the “Company”), indicated on the signature page attached hereto at a the purchase price of $3.00 per share of Class A Common Stock set forth on such signature page (the “Per Security Purchase Price”). Subscriber has made payment by check or wire transfer of funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Convertible Notes for which Subscriber is subscribing (the “Payment”). The Convertible Notes shall be convertible at the option of the holder thereof into the Company’s common stock, upon par value $0.001 per share (the “Common Stock,” or as converted, the “Conversion Shares”) unless automatically converted into other securities of the Company in accordance with 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 Convertible Notes. The Convertible Notes and the Conversion Shares collectively are referred to herein as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering StatementSecurities). (b) Subscriber understands that the Securities are being offered pursuant to This Agreement is part of an offering circular being conducted by the Company (the “Offering”). Under the terms of the Offering, the Company seeks to raise up to $15,000,000 aggregate gross proceeds from the Offering Circular(the “Gross Offering Proceeds”) filed with the SEC as part based on an Offering price 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 $1,000 per $1,000 principal amount of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decisionConvertible Notes. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at Subscriber understands that it will not earn interest on any time prior to a Closing Date (as hereinafter defined), funds held by the Company at its sole discretionEscrow Agent pursuant to the escrow defined below. Upon The funds will be held in escrow pending the expiration closing of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, Offering. Attached as Exhibit “A” hereto is the subscription may no longer be revoked at the option form 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 Escrow Agreement (the “Maximum OfferingEscrow Agreement). The Company may accept subscriptions ) that will govern the maintenance of funds until the sooner of the closing of the Offering (the “Closing”) or the termination of the Offering. The Closing shall occur on or before November 15, 2006. If the Offering is not closed by November 15, 2006 all Gross Offering Proceeds paid by Subscriber then in accordance with its terms escrow shall be returned to the Subscriber, without interest or deduction. The closing shall be deemed to have occurred on the date the conditions set forth in Sections 6 and 7 below are satisfied (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”). (ed) In Subscriber hereby agrees to be bound hereby upon (i) execution and delivery to the event of rejection of this subscription in its entirety, or in the event the sale Company of the Securities signature page to this Agreement and (or any portion thereofii) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereofwritten acceptance by the Company of Subscriber’s subscription, which shall remain in force and effectbe confirmed by faxing to the Subscriber the signature page to this Agreement that has been executed by the Company (the “Subscription”).

Appears in 1 contract

Sources: Subscription Agreement (Orion Ethanol, 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.LiquidPiston, Inc, a Delaware corporation (the “Company”), at a purchase price of $3.00 45.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150765. The rights of the Class A Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, Incorporation 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 an applicable Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 638,888 shares of Common Stock (the “Maximum Offering”), 95,833 of which are being sold by certain of the Company’s existing stockholders (collectively, the “Selling 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 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, including the Market Stand-Off in Section 6 and the Proxy in Section 7, in substantially the form set forth in Sections 6 and 7, respectively. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).

Appears in 1 contract

Sources: Subscription Agreement (LiquidPiston, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase units comprised of two shares of Class A Common Stock Stock, par value $0.0001 (the “SecuritiesClass A Common Stock”), of Next Thing Technology Cloudastructure, Inc., a Delaware corporation (the “Company”), and a warrant to purchase one share of Class A Common Stock (the “Warrant”), of the Company (the “Units”) , at a purchase price of $3.00 2.00 per share of Class A Common Stock Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150250.00. The shares of Class A Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the shares Class A 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 Amended and Restated Certificate of IncorporationIncorporation of the Company (the “Restated Certificate”), 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 A Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Class A 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 _____, 2023 (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 12,898,105 Units (the “Maximum Offering”). The Company may accept subscriptions until [DATE], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event 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 (Cloudastructure, Inc.)

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 Empire BDC, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A C Common Stock (the “Securities”), of Next Thing Technology Puraverde, Inc., a Delaware an Oklahoma corporation (the “Company”), at a purchase price of $3.00 1.50 per share of Class A C Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150750. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate certificate of Incorporation, Incorporation and the 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 33,333,333, excluding the 3,333,333debit c shares that may be issued for no additional consideration as “Bonus Shares” (as defined in the Offering Circular) (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 (Puraverde Inc.)

Subscription. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth in this subscription agreement (a) The this “Agreement”), the undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock a convertible note from NBGI and a note from Naked, in the form attached hereto as Exhibit “B” (the “Note”), in the aggregate principal amount of USD$__________ (such subscription and agreement to purchase being the “Subscription”), for the aggregate purchase price of USD$______ (the “Subscription Amount”), which is tendered herewith. The principal and interest of the Note are convertible into common shares (the “Conversion Shares”) of NBGI (as set out in the Note). In connection with the issuance of the Note, NBGI will issue to the Subscriber share purchase warrants (the “Warrants”) entitling the Subscriber to purchase common shares of NBGI (as set out in the Warrants). The Note, the Conversion Shares, the Warrants, and the Warrant Shares are collectively referred to herein as the “Securities”), . 1.2 The Issuers hereby agree to sell the Securities to the Subscriber on the basis 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 representations and warranties and subject to the terms and conditions set forth hereinin this Agreement. Subject to the terms of this Agreement, the Agreement will be effective upon its acceptance by the Issuers. 1.3 The minimum subscription is $150. The rights Subscriber acknowledges that the Securities have been offered as part of an offer by the Issuers of other Securities in an amount as may be determined by the board of directors of the Class A Common Stock are as set forth Issuers in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC their sole discretion (the “Offering StatementOffering”). (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, 1.4 The Subscriber acknowledges that Subscriber has received access a finder’s fee or a broker’s commission may be paid by the Issuers in connection with this Subscription. 1.5 Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement, copies Agreement are in lawful money of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decisionUnited States. (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: Private Placement Subscription Agreement (Naked Brand Group Inc.)

Subscription. (a) 2.1 The undersigned (“Subscriber”) hereby subscribes Units being subscribed for and agrees hereunder form part of a larger offering of up to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), 6,250,000 Units at a purchase price of $3.00 0.40 per share Unit, for gross aggregate proceeds of Class A Common Stock (up to $2,500,000. The Units are being offered for sale on a best efforts agency basis by the “Per Security Price”)Agent, upon acting as agent, pursuant to the terms of the Agency Agreement. The Subscriber understands that the Units subscribed for will be purchased from the Issuer by the Subscriber and not from the Agent. 2.2 The completion of the Private Placement is not subject to the completion of any minimum aggregate offering or any closing condition other than as set forth herein and in the Agency Agreement. 2.3 Subject to section 7 of this Agreement, the Subscriber hereby confirms its irrevocable subscription for the Units from the Issuer, on and subject to the terms and conditions set forth out in this Agreement, for the Aggregate Subscription Price which is payable as described herein. The minimum subscription is $150. The rights Subscriber acknowledges (on its own behalf and, including if applicable, on behalf of each Disclosed Principal) that upon acceptance by the Issuer of this Agreement, this Agreement will constitute a binding obligation of the Class A Common Stock are Subscriber (including if applicable, each Disclosed Principal) subject to the terms and conditions contained herein. 2.4 The Issuer may, in its absolute discretion, accept or reject the Subscriber’s subscription for Units 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 and the Issuer reserves the right to allot to the Subscriber less than the amount of Units subscribed for under this Agreement. If this subscription is rejected in whole, any time prior cheques or other forms of payment delivered to a Closing Date (as hereinafter defined), by the Company at its sole discretionAgent representing the Aggregate Subscription Price will be promptly returned to the Subscriber without interest or deduction. 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 If this subscription is accepted (whether in whole or only in part) or rejected. If Subscriber’s , a cheque representing any refund of the Aggregate Subscription Price for that portion of the subscription for the Units which is rejectednot accepted, Subscriber’s payment (or portion thereof if partially rejected) will be returned promptly delivered to the Subscriber without interest or deduction. The Subscriber acknowledges and agrees that the acceptance of this Agreement will be conditional upon, among other things, the sale of the Units to the Subscriber being exempt from any prospectus and offering memorandum requirements of applicable Securities Laws and the equivalent provisions of securities laws of any other applicable jurisdiction and, to the extent possible, the Subscriber agrees to furnish the Issuer with all of Subscriber’s obligations hereunder shall terminateinformation that is reasonably necessary to confirm same. (d) 2.5 The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination Agent is hereby authorized, on behalf of the Offering Subscriber (and, if applicable on behalf of others for whom it is contracting hereunder), to deliver this Agreement and any other documents required to be delivered in connection herewith to the Issuer on or before the Closing and to pay to the Issuer, on behalf of the Subscriber, an amount equal to the subscription price for the Units subscribed for hereunder (net of the applicable cash commission and other amounts payable to the Agent in accordance with its terms (the “Termination Date”Agency Agreement). 2.6 The Private Placement is not, and under no circumstance is to be construed as, a public offering of the Securities. The Company may elect at Private Placement is not being made, and this subscription does not constitute an offer to sell or the solicitation of an offer to buy the Securities in any time jurisdiction where, or to close all any person whom, it is unlawful to make such an offer or solicitation. 2.7 The issue of the Units will not restrict or prevent the Issuer from obtaining any portion of this offeringother financing or from issuing additional securities or rights. 2.8 The Issuer will use its commercially reasonable best efforts to, on various dates at or prior to the Termination Date (each a “date which is 30 days following the Closing Date”), file the Registration Statement with the SEC and to have the Registration Statement declared effective by the SEC as soon as practicable and in any event, not later than 120 days following the Closing Date. (e) In the event of rejection of this subscription in its entirety, or in the event 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 (IntelGenx Technologies Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock common shares (the “Securities”), of Next Thing Technology Deep Green Waste & Recycling, Inc., a Delaware corporation Wyoming Corporation (the “Company”), at a purchase price of $3.00 0.25 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,250. The rights and preferences of the Class A Common Stock common shares are as set forth in the Company’s Amended and Restated Certificate of IncorporationIncorporation and Bylaws attached as Exhibits ▇▇-▇▇, filed as Exhibit 2.1 to ▇▇-▇▇, ▇▇-▇, ▇▇-▇ and 1A-12to 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 April 24, 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 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until July 31, 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 2,000,000 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 (Deep Green Waste & Recycling, Inc.)

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”), signature page hereto at a purchase price of $3.00 100,000 per share Unit. Fractions of Class A Common Stock (a Unit may be purchased, but the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150one Unit unless the Company in its sole discretion, elects to accept subscriptions for less than one Unit. The rights undersigned shall deliver the Purchase Price (the "Purchase Price") for such Units as set forth herein within 7 days of the Class A Common Stock are date of this Agreement by check payable to "DepoMed, Inc." or by wire transfer of the full amount of the purchase price of the Units for which the undersigned is subscribing (the "Payment") to counsel to the Company as set forth in Paragraph (2) below. The undersigned hereby acknowledges that the Restated Certificate actual number of Incorporation, filed as Exhibit 2.1 Units which the undersigned will receive will be equal to the Offering Statement amount of the undersigned's subscription divided by the Purchase Price for the Units as set forth herein. (2) The undersigned understands that all payments of the subscription amount provided in Paragraph (1) above shall be delivered to ▇▇▇▇▇▇ ▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇▇▇ LLP ("HEWM") at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and, thereafter, such payment will be deposited as soon as practicable for the undersigned's benefit in a non-interest bearing escrow account. The payment will be returned promptly, without interest, if the undersigned's subscription is rejected as a result of the Company filed with not receiving the SEC Minimum Offering Amount. The Company expects to hold a closing of the Offering (the "First Closing") at any time after subscriptions for the Minimum Offering Statement”)Amount have been accepted. Subsequent closings may be held no later than 7 days after the First Closing (each, a "Subsequent Closing") without regard to the aggregate amount of subscriptions for Units received by the Company. Upon receipt by the Company of the requisite payment for all Units 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 Units 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 Company as the record owner of such Units. The Company will issue to each Purchaser stock certificates representing the shares of Common Stock and the Warrants contained in the Units purchased. The Shares may not be transferred prior to the First Closing. (b3) Subscriber understands that The undersigned hereby agrees to be bound hereby upon the Securities are being offered pursuant (i) execution and delivery to an offering circular (the “Offering Circular”) filed with the SEC as part Company, in care of HEWM, 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 signature page to this Subscription Agreement, copies of and (ii) acceptance at the Offering Circular and Offering Statement including exhibits thereto and First Closing or 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 Subsequent 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 undersigned's 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”"Subscription"). (e4) In The undersigned agrees that the event of rejection of this subscription Company may, in its entiretysole and absolute discretion, or reduce the undersigned's subscription to any amount of Units that in the event aggregate does not exceed the sale amount of Units hereby applied for without any prior notice to or further consent by 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 effectundersigned.

Appears in 1 contract

Sources: Subscription Agreement (Depomed Inc)

Subscription. (a) The undersigned purchasers who have executed a copy of the Participant signature page hereof and delivered the Purchase Price to the Company (collectively, the SubscriberParticipants” and each, a “Participant”) hereby subscribes for and agrees apply to purchase Class A restricted Common Stock (the “Common Stock” or the “Shares” or the “Securities”), ) of Next Thing Technology Inc.PEDEVCO Corp., a Delaware Texas corporation (the “Company”), at a purchase price in the amount set forth below their signature on the signature page of $3.00 per share of Class A Common Stock (the “Per Security Price”)this Agreement, upon in accordance with 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 this Subscription Agreement (the “Offering StatementSubscription” or “Agreement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular Each Share has a price per share of US $1.4285714 (the “Offering CircularPurchase Price) filed with , which term, depending on its context shall also refer to the SEC as part aggregate consideration due from each Participant for the aggregate amount of the Offering Statement (SEC File No. [X]Shares purchased by such Participant hereunder), 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) Before this Subscription is considered, the Participant must complete, execute and deliver to the Company the following: (i) This Subscription. (ii) The SubscriberCertificate of Accredited Investor Status and Investor Information, attached hereto as Exhibit A, and the Certificate of Non-U.S. Investor Status, attached hereto as Exhibit B. (iii) The Participant’s subscription wire transfer in the amount set forth on the signature page hereof in the amount of the aggregate Purchase Price in exchange for the Shares purchased, sent according to the Company’s instructions. (d) This Subscription is irrevocable by the Participant. (e) This Subscription is not transferable or assignable by the Participant. (f) 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 Closing (as defined in Section 1(h) hereof), regardless of whether Participant’s funds have theretofore been deposited by the Company. Upon Participant’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 Participant shall be returned to Subscriber without interest and all of Subscriber’s the parties’ obligations hereunder hereunder, shall terminate. (dg) 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 For purposes of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event 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.Agreement:

Appears in 1 contract

Sources: Subscription Agreement (Pedevco Corp)

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 undersigned (“Subscriber”) hereby subscribes for 1.1 On the basis of the representations and agrees warranties and 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 undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase units (the “Units”) of the Company at a price of $0.10 per Unit (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price as set out on the signature page of this Subscription Agreement (the “Subscription Proceeds”) which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein. 1.2 Each Unit will consist of one common share in the capital of the Company (each, a “Share”) and one common share purchase warrant (each, a “Warrant”) subject to adjustment. Each Warrant shall be non-transferable. Each Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company (each, a “Warrant Share”), as presently constituted, for a period of 2 years commencing from the Closing Date (defined herein) at an exercise price of $0.15 per Warrant Share. Certificates representing the Warrants will be in the form attached as Exhibit B hereto. The minimum subscription is $150. Shares, Warrants and Warrant Shares are referred to herein as the “Securities”. 1.3 The rights Company hereby agrees to sell, on the basis of the Class A Common Stock representations and warranties and subject to the terms and conditions set forth herein, the Units to the Subscriber. Subject to the terms hereof, the Subscription Agreement will be effective upon its acceptance by the Company. 1.4 Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America. 1.5 Payment 1.6 The Subscription Proceeds must accompany this Subscription and shall be paid by certified cheque or bank draft drawn on a Canadian chartered bank, and made payable and delivered to the Company. Alternatively, the Subscription Proceeds may be wired to the Company or its lawyers pursuant to wiring instructions that will be provided to the Subscriber upon request. If the funds are wired to the Company’s lawyers, those lawyers are authorized to immediately deliver the funds to the Company. 1.7 The Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason, which the Company expressly reserves the right to do, within 45 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds (without interest thereon) and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber 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 1.8 Where the Subscription Proceeds are paid 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 the Company is entitled to Subscriber only a portion of treat such Subscription Proceeds as an interest free loan to the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription until such time as the Subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’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 certificates representing 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 have been issued to the Termination Date (each a “Closing Date”)Subscriber. (e) In the event of rejection of this subscription in its entirety, or in the event 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 (Kore Nutrition, 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.[SERIES NAME], a Series of Here Collection LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $3.00 1.00 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150100, or 100 Units. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationHere Collection 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 [_] (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 1 contract

Sources: Subscription Agreement (Here Collection LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase, at a purchase Class A Common Stock price of $10.00 per share, shares (the “SecuritiesShares”) of Class B common stock, par value $0.001 per share (the “Common Stock”), of Next Thing Technology Zero Labs Automotive 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 1000.00 (100 Shares). (b) Subscriber understands that the Class A Common Stock Shares are as set forth being offered pursuant to an offering circular dated [_____], 202_ (the “Offering Circular”) included in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement 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 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 in its sole discretion, may allocate to Subscriber only a portion of the number of Securities Shares for which Subscriber has subscribed forsubscribed. The Company will notify Subscriber whether this 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 Shares sold shall will not exceed 25,000,000 (the “Maximum Offering”)1,000,000 Shares. 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 Shares (the “Offering”), (ii) the date as of which all Shares 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 Shares 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 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 Shares (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except for this Section 1(e) and Section 5 hereofhereof (and, to the extent relevant thereto, Sections 4 and 6), each of which shall will remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Zero Labs Automotive, 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 $0.001 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 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 10.50 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]024-11479), 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 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 value of Securities sold shall not exceed 25,000,000 $38,715,747 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) 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 (Aptera Motors Corp)

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, Subscriber hereby subscribes for and agrees to purchase Class A Common Stock at the First Closing (as defined below), and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Per Share Subscription Price for all First Subscribed Shares and First Private Placement Pre-Funded Warrants (such amount, the “First Subscription Amount”), the First Subscribed Shares and the First Private Placement Pre-Funded Warrants (such subscription and issuance, the “First Subscription”). Notwithstanding anything in this Subscription Agreement to the contrary, the total number of Ordinary Shares that may be issued under this Subscription Agreement and the Other Subscription Agreements at the First Closing, including the Ordinary Shares underlying the Aggregate Private Placement Pre-Funded Warrants, shall be limited to 3,750,000 Ordinary Shares (the “SecuritiesExchange Cap”), which equals 19.99% of Next Thing Technology Inc., a Delaware corporation the outstanding Ordinary Shares as of the date hereof less 1,550,000 Ordinary Shares granted or to be granted to ▇▇▇ ▇▇▇▇▇ and Company (“▇▇▇ ▇▇▇▇▇”) pursuant to certain equity grant agreements by and between the Company and ▇▇▇ ▇▇▇▇▇ (the “Company▇▇▇ ▇▇▇▇▇ Shares”), 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 IncorporationExchange Cap shall be appropriately adjusted for any reorganization, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. (b) Subject to the terms and conditions hereof, Subscriber understands that hereby subscribes for and agrees to purchase at the Securities are being offered pursuant Second Closing (as defined below), and the Company hereby agrees to an offering circular issue and sell to Subscriber, upon the payment of Per Share Subscription Price for all Second Subscribed Shares and Second Private Placement Pre-Funded Warrants (such amount, the “Offering CircularSecond Subscription Amount) 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 Second Subscribed Shares and Offering Statement including exhibits thereto the Second Private Placement Pre-Funded Warrants (such subscription 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 anyissuance, 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 DateSecond Subscription”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Zura Bio LTD)

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 NeoVolta, Inc., a Delaware Nevada 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 $1501,000. The rights of the Class A Common Stock are as set forth in the Restated Certificate Articles 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 [______________], 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 3,000,000 or 3,500,000 if the Company exercises its over-subscription option to increase the maximum (the “Maximum Offering”). The Company may accept subscriptions until the termination of earliest of: (1) the date on which the Maximum Offering amount has been sold, (2) six months from the date the Offering Statement is qualified, or (3) the date on which this Offering is earlier terminated by the Company 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 (NeoVolta Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology StartEngine Crowdfunding, Inc., a Delaware corporation 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 $150500. The rights of the Class A Common Stock are as set forth in the Seventh Amended and 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-XXXXX), 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 agreement 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 19,200,000 (including 3,200,000 Bonus Shares) (the “Maximum Offering”). Of this amount, 3,840,000 Securities, including 640,000 Bonus Shares, are being sold by certain of the Company’s existing stockholders (collectively, the “Selling Stockholders”). The term “Bonus Shares” is 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”). (e) In the event of rejection of this subscription in its entirety, or in the event 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: Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.)

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 [_____], 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 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”) 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”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock from GTY, and GTY agrees to issue and sell to the undersigned, such number of Ordinary Shares as is set forth on the signature page of this Subscription Agreement (the “SecuritiesSubscribed Shares”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at for a purchase price of $3.00 10.00 per share of Class A Common Stock (the “Per Security Price”)share, upon on 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 [Immediately prior to the Securities are being offered pursuant to an offering circular issuance of the Subscribed Shares, GTY Investors, LLC, a Delaware limited liability company (the “Offering CircularSponsor) filed ), will surrender to GTY for cancellation for no consideration a number of Class B ordinary shares of GTY, par value $0.0001 per share (together with the SEC as part Class A Ordinary Shares, the “Ordinary Shares”), rounded down to the nearest whole share, equal to 7.5% of the Offering Statement number of Subscribed Shares (SEC File Nothe “Cancelled Shares”). [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 Concurrently with the issuance of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Subscribed Shares, in consideration for the Subscriber undersigned’s acquisition of the Subscribed Shares, GTY shall issue to make an investment decision.the undersigned such number of Class A Ordinary Shares equal to the number of Cancelled Shares (such shares together with the Subscribed Shares, the “Shares”).]1 (c) [The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior undersigned represents and warrants to a Closing Date (as hereinafter defined), by GTY that it currently is 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 legal and beneficial owner of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’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 (Class A Ordinary Shares specified as “Owned Shares” on 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 signature page of this offeringSubscription Agreement. In consideration for GTY’s agreement to issue the Shares to the undersigned, on various dates at the undersigned agrees that it will not sell, transfer, pledge or otherwise dispose of any such Owned Shares prior to the 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 Business Combination, and will not seek redemption of 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 such Owned Shares in force and effect.connection with the Business Combination.]2

Appears in 1 contract

Sources: Subscription Agreement (GTY Technology Holdings 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.)