Common use of Subscription Clause in Contracts

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or 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. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 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”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, 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 5 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 F Preferred Stock (the “Securities”), of Boxabl, CloudCommerce Inc., a Nevada corporation Corporation (the “Company”), at a purchase price of $0.79 25.00 per share (the “Per Security Price”), provided that a Subscriber must purchase shares in the amount of the minimum investment, $500 (20 shares), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights and preferences of the Common Series F Preferred Stock are as set forth in the Articles form of Incorporation Certificate of Designation of Series F Preferred Stock included as Exhibit 2.10 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 [XX____, 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 800,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, 2020 unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) 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, 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 4 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably Investor subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (number of Units set forth on the “Securities”), of Boxabl, Inc., a Nevada corporation (signature page hereto at the “Company”), at a purchase price of $0.79 per share (the “Per Security Unit Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of aggregate purchase price for the Common Stock are as set forth in the Articles of Incorporation Units with respect to the Offering Statement of the Company filed with the SEC each Investor (the “Offering StatementPurchase Price)) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is _____ Units for a subscription price of $_______. (b) Subscriber Investor understands that the Securities Units are being offered pursuant to an offering circular the Form 1-A Regulation A Offering Circular dated [XX________, 2021] 2022 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement). By executing this Subscription Agreementsubscribing to the Offering, Subscriber the Investor acknowledges that Subscriber Investor has received this Subscription Agreement, copies of and reviewed 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 Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms set forth in the Offering Circular. As a result, not all investors will receive their Units on the same date. (dc) The Subscriber’s This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Subscriber the Investor only a portion of the number of Securities Subscriber the Units that the Investor has subscribed forfor under this Agreement. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriberthe Investor’s subscription is rejected, Subscriberthe Investor’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection the Investor without interest and all of Subscriberthe Investor’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 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”). (f) 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 the Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof5 below, which shall remain in full force and effect. (gd) The terms of this Subscription Agreement shall be binding upon Subscriber the Investor and its the Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee Transferees 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 Transferees shall acknowledge, agree, acknowledge and agree to 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 Investor and until such Transferee shall have complied with the terms of this Section 1(g)Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Appears in 4 contracts

Sources: Subscription Agreement (Birgo Reiturn Fund Manager LLC), Subscription Agreement (Birgo Reiturn Fund Manager LLC), Subscription Agreement (Birgo Reiturn Fund Manager LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablInSitu Biologics, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 5.75 per share (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 $1000. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation Incorporation, as 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 [XX, 2021] _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 1,739,132 shares of Class A Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until ______, 2022_______________________, unless otherwise the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”)) or until the maximum number of shares under the Offering are sold. Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, Subscriber and the terms of this Subscription Agreement, including and the Proxy Company consents to the transfer 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)sole discretion.

Appears in 4 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablCancerVax, Inc., a Nevada corporation Corporation (the “Company”), at a purchase price of $0.79 2.10 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)525.00. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021___________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 3,095,239 shares of Common Stock (the “Maximum Offering”), which includes up to 714,285 additional shares of Common Stock eligible to be issued as Bonus Shares (as defined in the Offering Circular). The Company may accept subscriptions until [______, 2022_________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”), and such Closing Dates will occur on a rolling basis. (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) 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, 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: Common Stock Subscription Agreement (CancerVAX, Inc.), Common Stock Subscription Agreement (CancerVAX, Inc.), Common Stock Subscription Agreement (CancerVAX, Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablMaptelligent, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.12 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 166,667 Offered Shares ($1000. The rights of 20,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 41,666,667 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Maptelligent, Inc.), Subscription Agreement (Maptelligent, Inc.), Subscription Agreement (Maptelligent, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Class A Common Stock (the “Securities”), ) of BoxablLegion M Entertainment, Inc., a Nevada Delaware corporation (the “Company”), at a purchase the price of $0.79 per share set forth on the Platform’s investment page (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000100. The rights of the Common Stock Securities are as set forth in the Articles Certificate of Incorporation which appear as an Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021____] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder with respect to such rejected subscription or portion thereof shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 300,480 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022______, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 $250,000 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”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 3 contracts

Sources: Subscription Agreement (Legion M Entertainment, Inc.), Subscription Agreement (Legion M Entertainment, Inc.), Subscription Agreement (Legion M Entertainment, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablStarstream Entertainment, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.01 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 225,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Starstream Entertainment, Inc.), Subscription Agreement (Starstream Entertainment, Inc.), Subscription Agreement (Starstream Entertainment, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares of common stock (the “Securities”), of BoxablCRL Team 12, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100060. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation 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 [XXDATE], 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (CRL Team 12, Inc.), Subscription Agreement (CRL Team 12, Inc.), Subscription Agreement (CRL Team 12, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock membership interests, which we refer to herein as shares (the “Securities”), ) of Boxabl, Inc.Series Farm, a Nevada corporation Series of StartEngine Loan Fund I LLC, a Delaware limited liability company (the “Company”), at a purchase price of $0.79 10.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000500, or 50 shares. The rights and preferences of the Common Stock shares are as set forth in the Articles Operating Agreement of Incorporation StartEngine Loan Fund I LLC dated January 5, 2021 as amended from time to time (the “Operating Agreement”) and the Series Designation for Series Farm filed as Exhibit 2.2 and Exhibit 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement 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). (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 $5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) 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, 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 (StartEngine Loans Fund I LLC), Subscription Agreement (StartEngine Loans Fund I LLC), Subscription Agreement (StartEngine Loans Fund I LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 A-2 Preferred Stock (the “Securities”), of Boxabl, Boxabl Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.80 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Series A-2 Preferred Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or 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. (e) The aggregate number of Securities sold shall not exceed 62,658,228 85,625,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 3,750,000 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”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy Joinder to the Stockholder Agreement 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 (Boxabl Inc.), Subscription Agreement (Boxabl Inc.), Subscription Agreement (Boxabl Inc.)

Subscription. (a) The By executing this Subscription Agreement, the undersigned (referred to in this Subscription Agreement as “Subscriber” or “I”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), Securities of Boxabl▇▇▇▇▇▇▇ Realty Trust, Inc., a Nevada Maryland corporation (referred to as the “Company”), at a purchase price of $0.79 10.00 per share (the “Per Security Price”), upon the terms and conditions set forth hereinin this Agreement. The minimum subscription is $1000500. The rights of the Class A Common Stock are as set forth in the Amended and Restated Articles of Incorporation Incorporation, filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands I understand that the Securities are being offered pursuant to an offering circular dated [XX, 2021DATE] (the “Offering Circular”) and filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges I acknowledge that Subscriber has I have received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto exhibits, and any other information required by the Subscriber me to make an investment decision. (dc) The Subscriber’s My subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defineddefined below), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber me only a portion of the number of Securities Subscriber has I have subscribed for. The Company will notify Subscriber me whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s my subscription is rejected, Subscriber’s my payment (or portion thereof of it if partially rejected) will be returned to Subscriber within 30 days of such rejection me without interest and all of Subscriber’s my obligations hereunder under this Subscription Agreement shall terminate. (ed) The aggregate number of Securities sold in the offering shall not exceed 62,658,228 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022[DATE], unless otherwise that period is extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other additional period as is required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each being referred to as a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereofportion) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which those provisions that are identified as surviving termination . Those provisions shall remain in full force and effecteffect following termination. (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 (Steward Realty Trust, Inc.), Subscription Agreement (Steward Realty Trust, Inc.), Subscription Agreement (Steward Realty Trust, Inc.)

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (number of Shares set forth on the “Securities”), of Boxabl, Inc., a Nevada corporation (signature page hereto at the “Company”), at a purchase price of $0.79 per share (the “Per Security Share Unit Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of aggregate purchase price for the Common Stock are as set forth in the Articles of Incorporation Shares with respect to the Offering Statement of the Company filed with the SEC each Subscriber (the “Offering StatementPurchase Price) is payable in the manner provided in Section 2 below. The maximum investment amount per investor is $2,000,000 (400,000 Shares). The minimum investment amount per investor is $1,500 (300 Shares), however, we can waive the maximum or minimum purchase restriction on a case-by-case basis in our sole discretion and such waiver shall be evidenced by our acceptance of any such subscription and our countersignature on this Agreement. (b) The Subscriber understands that the Securities Shares are being offered pursuant to an offering circular the Regulation A Offering Circular dated [XX_____________, 2021] 2021 and its exhibits (collectively, the “Offering Circular”) as filed with the SEC as part SEC. By subscribing to the Offering, the Subscriber acknowledges that the Subscriber has received and reviewed a copy of the Offering Statement. By executing this Subscription Circular, the Operating Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in partdecision with respect to the Shares. After the Offering Circular has been qualified by the SEC, at any time prior to a Closing Date (as hereinafter defined)Prime Trust, LLC, appointed by the Company at its sole discretion. In additionas escrow agent for the Offering (the “Escrow Agent”), will accept tenders of funds to purchase the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed forShares. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejectedclose on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. If Subscriber’s subscription is rejectedAs a result, Subscriber’s payment (or portion thereof if partially rejected) not all investors will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminatereceive their Shares on the same date. (ec) The aggregate number You have received and read a copy of Securities sold shall not exceed 62,658,228 the Company’s Operating Agreement (the “Maximum OfferingOperating Agreement)) and understand it. The Company may accept subscriptions until ______You agree that your execution of this Agreement constitutes your consent to and execution of the Operating Agreement, 2022and, unless otherwise extended that upon acceptance of this Agreement by the Company, you will become a Preferred Member of the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell limited voting rights as a holder of Preferred membership interests. If this Agreement is countersigned by the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”)Company, the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Operating 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, you as of 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)applicable closing date.

Appears in 2 contracts

Sources: Subscription Agreement (Relay Management LLC), Subscription Agreement (Relay Management LLC)

Subscription. (a) The undersigned (individually and/or collectively, the SubscriberParticipant”) hereby irrevocably subscribes for and agrees applies to purchase the Non-Voting restricted Series A-1 A Convertible Preferred Stock (the “SecuritiesSeries A Preferred” or the “Shares), ) of Boxabl, Inc.Pacific Energy Development Corp., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon in accordance with the terms and conditions set forth herein. The minimum subscription of (1) this Subscription Agreement (the “Subscription”), which is $1000. The rights of attached as Exhibit A to the Common Stock are Company’s Confidential Private Placement Memorandum, ”), dated October 14, 2011, as set forth in supplemented to date (as supplemented, the “Memorandum”); (2) the Company’s Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering StatementArticles”)., which are attached to the Memorandum as Exhibit B; and (3) the Amended and Restated Articles of Incorporation (“Amended Articles”), which are attached to the Memorandum as Exhibit C. (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 dated [XX, 2021] the Company or its placement agents (the “Offering CircularPlacement Agents”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.following: (di) This Subscription; (ii) The Subscriber’s subscription may be accepted or rejected in whole or in partCertificate of Accredited Investor Status, at any time prior to a Closing Date (attached hereto as hereinafter defined)Exhibit D, by the Company at its sole discretion. In additionor, if and as applicable, the CompanyCertificate of Non U.S. Investor Status, at its sole discretionattached hereto as Exhibit E, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or 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.and (eiii) The aggregate number Participant’s check in the amount of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until $________ in exchange for ________ Shares purchased, 2022, unless otherwise extended or wire transfer sent according to the Company’s or the Placement Agent’s instructions: (c) This Subscription is irrevocable by the Participant. (d) This Subscription is not transferable or assignable by the Participant. (e) This Subscription may be rejected in whole or in part by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 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 Closing Date (each as defined in Section 1(g) hereof), regardless of whether Participant’s funds have theretofore been deposited by the Company). Participant’s execution and delivery of this Subscription will not constitute an agreement between the undersigned and the Company until this Agreement has been accepted and executed by the Company. In the event this Subscription is rejected by the Company, all funds and documents tendered by the Participant shall be returned and the parties' obligations hereunder, shall terminate. (f) The Company’s Placement Agents, and/or other advisors, placement agents, broker dealers and/or finders, will be paid commissions, fees and other consideration by the Company equal to: (i) Eight Percent (8%) of Participant’s investment amount with respect to investments originated by the Placement Agents in this Offering; (ii) up to Two Percent (2%) of the total investment amount originated by the Placement Agents in this Offering as a non-allocated expense reimbursement; (iii) a warrant to purchase shares of Series A Preferred of the Company equal to Ten Percent (10%) of the total shares of Series A Preferred purchased by Participants introduced by Placement Agents, at an exercise price equal to $0.75 per Share; and (iv) shares of Series A Preferred of the Company equal to an aggregate of Two Percent (2%) of the total Shares purchased by investors introduced by Placement Agents. ______________ 1 Subject to cutback by the Company in the event of oversubscription of the Offering as set forth in Section 1(g). Participant’s Initials 1 Pacific Energy Development Corp. (g) This Offering, as defined in the Memorandum, is scheduled to close no later than September 30, 2012 at 5:00 p.m. Pacific Standard Time, or the consummation of a “going public” transaction ( see “EXTENSION OF OFFERING” in PPM Supplement) (the “Closing Date”). The target Offering is for up to 13,333,334 Shares of Series A Preferred (subject to an additional over-allotment of 2,666,667 additional Shares of Series A Preferred). The initial closing of this Offering will be for a minimum of 2,666,667 Shares of Series A Preferred raising at least $2,000,000.25, the Company may accept any investment amounts from investors, and the Company may have multiple closings of this Offering. (fh) 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, or in the event the short sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered position with respect 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)Series A Preferred.

Appears in 2 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 A Preferred Stock (the “Securities”), of Boxabl, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.14 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or 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. (e) The aggregate number of Securities sold shall not exceed 62,658,228 3,571,429 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablZergratran, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 5.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000500. The rights of the Common Stock Securities are as set forth in the Articles certificate of Incorporation 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 [XX, 2021_______________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 15,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 2 contracts

Sources: Subscription Agreement (Zergratran SA, Inc.), Subscription Agreement (Zergratran SA, Inc.)

Subscription. (a) The undersigned (“Subscriber”) a. Subject to Section 1(d), the Investor hereby irrevocably subscribes for and agrees to purchase from ARYA the Non-Voting Series A-1 Preferred Stock (number of Shares set forth on the “Securities”), signature page of Boxabl, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon this Subscription Agreement on the terms and subject to the conditions set forth provided for herein. The minimum subscription is $1000. The rights of Investor acknowledges and agrees that ARYA reserves the Common Stock are as set forth in right to accept or reject the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The SubscriberInvestor’s subscription may be accepted for the Shares for any reason or rejected for no reason, in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as hereinafter defined), by the Company at its sole discretion. In additiondefined below) (such period of time, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or 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. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum OfferingPre-Closing Series A Financing Period”), the Investor may purchase, in one or more transactions, Company may elect at Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any time related acknowledgement agreement that is in a form and substance reasonably satisfactory to close all or any portion ARYA (acknowledging, for the avoidance of this offeringdoubt, on various dates at or prior to that the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription Acknowledgement Agreement referenced in its entirety, or in the event the sale of the Securities (or any portion thereofSection 6(r) is not consummated for any reasonin form and substance reasonably satisfactory to ARYA), and this Subscription Agreement shall have no force or effect(each such purchase of Equity Securities of the Company, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, a TransfereesPre-Closing Series A Financing”); provided . Assuming, in the case of ARYA, that for any such transfer to be deemed effectivethe representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Transferee shall have executed Investor purchased Company Series A Common Shares and delivered to Company Series A-1 Preferred Shares from the Company in advance an instrument exchange for $25,000,000 in a form acceptable to cash on July 8, 2020 (the Company in its sole discretion“Initial Pre-Closing Series A Financing”), pursuant to which and (ii) each of ARYA and the proposed Transferee Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall acknowledge, agreeconstitute, and be bound by the representations and warranties of Subscriberdeemed to be, terms a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, including (A) the Proxy “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in Section 5no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, substantially for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided 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 first sentence of this Section 1(g1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Appears in 2 contracts

Sources: Business Combination Agreement (ARYA Sciences Acquisition Corp II), Subscription Agreement (ARYA Sciences Acquisition Corp II)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablPacific Software, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 2.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 10,000 Offered Shares ($1000. The rights of 20,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 2,500,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 2 contracts

Sources: Subscription Agreement (Pacific Software, Inc.), Subscription Agreement (Pacific Software, Inc.)

Subscription. (a) The undersigned (“Subscriber”individually and/or collectively, the "Participant") hereby irrevocably applies to become a participant in the Units of registrable common stock and warrants (collectively, the "Units," "Shares" or the "Common Stock") of WORLD WASTE TECHNOLOGIES, INC., a California corporation ("WWT" or the "Company"), in accordance with the terms and conditions of this Subscription Agreement (the "Subscription"). (b) Before this subscription for participation in the Shares is considered, the Participant must complete, execute and deliver to the Company the following: (i) This Subscription; (ii) The Certificate of Accredited Investor Status attached hereto as Exhibit A; (iii) The WWT Registration Rights Agreement; and (iv) The WWT Warrant Agreement; and (v) The Participant's check or wire transfer in the amount of $__________________. (c) Participant hereby subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc., a Nevada corporation (the “Company”), __________ Units at a purchase price of $0.79 2.50 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decisionUnit. (d) This Subscription is irrevocable by the Participant. (e) This Subscription is not transferable or assignable by the Participant. (f) This Subscription shall be deemed to be accepted only when this Subscription has been executed by an authorized officer of the Company. The Subscriber’s subscription deposit of Participant's check or wire transfer funds will not be deemed an acceptance of this Subscription. (g) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended part by the Company in its sole discretion discretion. In the event this Subscription is rejected in accordance with applicable SEC regulations for such other period required to sell its entirety by the Maximum Offering Company, all funds (without interest) and documents tendered by the “Termination Date”)Participant shall be returned. Providing In the event that subscriptions for 1,265,883 Securities are received (this Subscription is rejected in part by the “Minimum Offering”)Company, the Company may elect at any time to close all or any portion of this offering, on various dates at or prior shall return to the Termination Date (each a “Closing Date”)Participant the part of the payment relating to such rejected portion without interest. The Company shall have the right to allocate Shares among Participants in any manner it may desire; provided, that no Participant shall be obligated to purchase more than the number of Shares set forth in Section 1(c) above without such Participant's prior written consent. (fh) In Participant understands that separate Subscriptions will be executed with other Participants for the event remainder of rejection the Shares to be sold in this offering. (i) Placement agents and broker dealers, including Chadbourn Securities, Inc. (an NASD broker-dealer affiliate of this subscription Cagan McAfee Capital Part▇▇▇▇, LLC), may be paid commissions in its entirety, or in an amount up to but not to exceed (i) selling commissions from the event Company up to eight percent (8%) of the aggregate proceeds from the sale of the Securities Shares, and (or any portion thereofii) is not consummated a non-accountable expense allowance up to two percent (2%) of the aggregate proceeds from the sale of the Shares, and (iii) warrants to purchase up to ten percent (10%) of the aggregate number of Shares sold in the offering, exercisable for any reasonseven years at an exercise price equal to the Offering Price, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effectwith a net exercise ("cashless exercise") provision. (gj) The terms of this Subscription Until the registration statement contemplated by the WWT Registration Rights Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed 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 Transferee shall have executed and delivered Securities Exchange Act of 1934, as amended, or short sale position with respect 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)Common Stock.

Appears in 2 contracts

Sources: Subscription Agreement (World Waste Technologies Inc), Subscription Agreement (World Waste Technologies Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Class A Common Stock (the “Securities”), ) of BoxablLegion M Entertainment, Inc., a Nevada Delaware corporation (the “Company”), at a purchase the price of $0.79 per share set forth on the Platform’s investment page (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000100. The rights of the Common Stock Securities are as set forth in the Articles Certificate of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Incorporation. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular a Reg. CF Offering Memorandum dated [XXAugust 3, 2021] 2020 (the “Offering CircularMemorandum”) filed with the SEC as part of the Offering Statement. Form C. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular Memorandum and Offering Statement Form C including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder with respect to such rejected subscription or portion thereof shall terminate. (ed) The aggregate number of Securities sold pursuant to Section 4(a)(6) of the Act in addition to those sold in the prior 12 months shall not exceed 62,658,228 $1,070,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, the date set forth in the Form C filed with the SEC unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 $10,000 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”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Sources: Regulation Cf Subscription Agreement, Regulation Cf Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablStartEngine Crowdfunding, Inc., a Nevada corporation Delaware Corporation (the “Company”), at a purchase price of $0.79 10 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000500. The rights of the Common Stock are as set forth in the Articles Third Amended and Restated Certificate of 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 [XX, 2021___________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 1,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______, 2022_________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) 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, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Sources: Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.), Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase, at a purchase the Non-Voting Series A-1 Preferred Stock price of $10.00 per share (the “SecuritiesOffering Price”) shares of common stock (the “Shares”), par value $0.001 per share (the “Common Stock”), of BoxablPowerlink Digital Partners I, Inc., a Nevada corporation (the “Company”),” and, at a purchase price of $0.79 per share (together with the Subscriber, the “Per Security PriceParties”), upon the terms and conditions set forth hereinin this Subscription Agreement (“Agreement”) and in the amount set forth on the signature page of this Agreement. The minimum subscription is $1000. The rights of 2,004.00 (334 Shares), plus the Common Stock Investor Processing Fee, which each investor will pay to the Company. (b) Subscriber understands that the Shares are as set forth being offered pursuant to an offering circular dated [_____], 2025 (the “Offering Circular”) included in the Articles of Incorporation 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 dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber he, she or it has received 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. (dc) 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. 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall under this Agreement will terminate. (ed) The aggregate number of Securities Shares sold shall will not exceed 62,658,228 (the “Maximum Offering”)2,500,000 Shares. The Company may accept subscriptions until ______, 2022, unless otherwise extended by the earliest of (i) one (1) year 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 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 applicable SEC regulations for its sole discretion, regardless of the number of Shares sold and the amount of capital raised (the earliest of such other period required to sell the Maximum Offering (dates, the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 Section 6 5 hereof, which shall will 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 2 contracts

Sources: Subscription Agreement (Powerlink Digital Partners I, Inc.), Subscription Agreement (Powerlink Digital Partners I, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock preferred stock (the “Securities”), of Boxabl, Inc.▇▇▇▇▇▇▇.▇▇ Inc, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 4 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000300. The rights and preferences of the Common Stock preferred stock are as set forth in the Articles Company’s certificate of Incorporation 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 [XXJanuary 21, 2021] 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 12,450,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 2 contracts

Sources: Subscription Agreement (Rebrain.ai Inc.), Subscription Agreement (Rebrain.ai Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablMaverick Energy Group, Inc.Ltd., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.20 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 20,000 Offered Shares ($1000. The rights of 10,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 100,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 2 contracts

Sources: Subscription Agreement (Maverick Energy Group, Ltd.), Subscription Agreement (Maverick Energy Group, Ltd.)

Subscription. (a) The undersigned Conditions 2.1 Subject to clause 3, Completion shall be conditional in all respects on: 2.1.1 the passing of the Resolutions; and 2.1.2 the admission of the New Shares to trading on AIM becoming effective in accordance with the latest edition of the AIM Rules (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering StatementAdmission”). 2.2 The Company agrees to notify Intrexon in writing within one Business Day of the last of the Condition in clause 2.1.1 (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] but not clause 2.1.2 (the “Offering CircularAdmission Condition)) filed with being satisfied and the SEC Company shall provide such evidence as part Intrexon may reasonably request as to the satisfaction of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decisionthese Conditions. (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 2.3 From the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion date of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment Agreement until Completion (or portion thereof if partially rejected) will be returned to Subscriber within 30 days termination of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”this Agreement), the Company may elect at any time undertakes to close all or any portion Intrexon that it shall take no action that is inconsistent with the provisions of this offering, on various dates at Agreement or prior to the Termination Date (each a “Closing Date”)consummation of the Subscription as contemplated by this Agreement. (f) In 2.4 If the event of rejection of this subscription Conditions have not been satisfied in its entiretyfull on or before April 15, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason2013, this Subscription Agreement (other than this clause 2.4 and clauses 4, 7, 8, 9 and 10) shall have no further effect and in such event no party to this Agreement shall have no force any claim against the other parties to this Agreement for costs, damages, compensation or effectotherwise, except provided that such termination shall be without prejudice to any accrued rights or obligations of any party under this Agreement or the ability of Intrexon to bring a claim against the Company for Section 6 hereof, which shall remain in force and effecta breach of the Warranties. 2.5 The Company agrees that, promptly (gbut in no event more than five days) The terms following the date of this Subscription Agreement shall be binding upon Subscriber Agreement, it will send to each Stockholder entitled thereto a circular incorporating a notice convening a special meeting of the Stockholders of the Company (the “Circular”) containing the Resolutions, in accordance with the requirements of the Bylaws and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effectivethe Certificate of Incorporation. 2.6 Upon signing of this Agreement, the Transferee Company shall have executed deliver to Intrexon duly passed resolutions of the Board in terms reasonably satisfactory to Intrexon approving the entry into this Agreement and delivered granting all necessary authorities to implement its terms including, subject to the Company satisfaction of the Conditions and receipt of the subscription monies from Intrexon, the issue of the New Shares to Intrexon 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 accordance with the terms of this Section 1(g)Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (AquaBounty Technologies, Inc.), Subscription Agreement (AquaBounty Technologies, Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.BioQuest Corp., a Nevada corporation (the “Company”), at a purchase price of $0.79 2.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 10,000 Offered Shares ($1000. The rights of 20,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 500,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 2 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock [_] shares of Common Stock, par value $0.001 (the “SecuritiesCommon Stock”), of BoxablStarco Brands, Inc., a Nevada corporation (the “Company”), ) at a purchase price of $0.79 [_] per share (the “Per Security Share Price”), upon the terms and conditions set forth herein. The minimum subscription is [_] shares, or $10001,500. The shares of Common Stock being subscribed for under this Subscription Agreement are also referred to as the “Securities.” The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation of the Company, as amended (the “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 [XX_____, 2021] 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 [_] shares of Common Stock (the “Maximum Offering”). The Company may accept subscriptions until [______, 2022], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 2 contracts

Sources: Subscription Agreement (Starco Brands, Inc.), Subscription Agreement (Starco Brands, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares of common stock (the “Securities”), of BoxablDenver Moguls, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100060. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation 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 [XXDATE], 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 2 contracts

Sources: Subscription Agreement (Denver Moguls, Inc.), Subscription Agreement (Denver Moguls, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares of common stock (the “Securities”), of BoxablTexas Holy Smokers, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100060. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation 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 [XXDATE], 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 2 contracts

Sources: Subscription Agreement (Texas Holy Smokers, Inc.), Subscription Agreement (Texas Holy Smokers, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablNommi, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 11.54 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100086 shares of Common Stock. The rights of the Common Stock are as set forth in the Articles Amended and Restated Certificate of Incorporation included as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or 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. (e) The aggregate number of Securities sold shall not exceed 62,658,228 1,733,102 shares as set out in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.Square Chain Corp., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.____ per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 1,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 2 contracts

Sources: Subscription Agreement (Square Chain Corp.), Subscription Agreement (Square Chain Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablPrincipal Solar, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 0.10 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 100,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Principal Solar, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), ) of BoxablAbundant Robots, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 2.67 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000187 shares of Common Stock. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation included as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or 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. (e) The aggregate number of Securities sold shall not exceed 62,658,228 7,490,637 shares issued for cash consideration with an additional 1,498,127 issuable pursuant to the terms of the “Bonus Shares” as set out in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, 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 (Abundant Robots, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablValiant Eagle, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 0.0005 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 20,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Valiant Eagle, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock number of membership interests, which we refer to herein as shares (the “Securities”)) of %%NAME_OF_ISSUER%%, of Boxabl, Inc., a Nevada corporation (the “Company”), a Delaware limited liability company (the “Master LLC”) set forth on the signature page hereof at a purchase price of $0.79 575.00 per share (the “Per Security Price”), upon the terms and conditions set forth hereinshare. The minimum subscription is investment amount was $100024,725.00 or 43 shares of the Company; on December 9th, 2024 the minimum investment amount was increased to $30,475.00 or 53 shares of the Company; on December 10th, 2024 the minimum investment amount was increased to $35,075.00 or 61 shares of the Company; provided that the Company may accept a lower investment amount in its sole discretion. The rights of the Common Stock Securities are as set forth in the Articles Limited Liability Company Agreement of Incorporation 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 dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto Agreement and any other information required by the Subscriber to make an investment decision. (c) 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 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) 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 receipt of funds in accordance with Section 2(a) below and confirmation of accredited investor status in accordance with Section 4(d), the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all (of such rejected portion) of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number amount of Securities sold shall not exceed 62,658,228 $%%MAX_FUNDING_AMOUNT%% , unless otherwise increased by the Company in its sole discretion (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022%%FUNDING_END_DATE%%, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 43 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”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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: Purchase Agreement

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred shares of Common Stock (the “Shares” or “Securities”), of BoxablAureus, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.006 per share of Common Stock (the “Per Security Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription investment is 400,000 Shares ($1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of 2,400); however, the Company filed with can waive the SEC (the “Offering Statement”)minimum purchase requirement on a case-by-case basis in its sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC U.S. Securities and Exchange Commission (the “SEC”) as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto Circular, and any other information required by the Subscriber to make an investment decision. (d) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold for the Company shall not exceed 62,658,228 315 million (315,000,000) shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Aureus Inc)

Subscription. (a) The undersigned (individually and/or collectively, the SubscriberParticipant”) hereby irrevocably subscribes for and agrees applies to purchase the Non-Voting shares of restricted Series A-1 A Preferred Stock (the “SecuritiesShares” or the “Preferred Stock), ) of BoxablTrxade Group, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon in accordance with the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC of: (1) this Subscription Agreement (the “Offering StatementSubscription”)., which is attached as Exhibit A to the Company’s Confidential Private Placement Memorandum, dated March 1, 2014 (the “Memorandum”); and (2) the Company’s Amended and Restated Certificate of Incorporation (the “Amended Certificate”), which attached to the Memorandum as Exhibit B. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing Before this Subscription Agreementis considered, Subscriber acknowledges that Subscriber has received this Subscription Agreementthe Participant must complete, copies of execute and deliver to the Offering Circular and Offering Statement including exhibits thereto and any other information required by Company the Subscriber to make an investment decision.following: (di) This Subscription; (ii) The Subscriber’s subscription may be accepted or rejected in whole or in partCertificate of Accredited Investor Status, at any time prior to a Closing Date (attached hereto as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate.Exhibit C; and (eiii) The aggregate number Participant’s check in the amount of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until $__________ in exchange for _________ Shares purchased, 2022, unless otherwise extended or wire transfer sent according to the Company’s instructions: (c) This Subscription is irrevocable by the Participant. (d) This Subscription is not transferable or assignable by the Participant. (e) This Subscription may be rejected in whole or in part by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 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 Closing Date (each as defined in Section 1(g) hereof), regardless of whether Participant’s funds have theretofore been deposited by the Company). Participant’s execution and delivery of this Subscription will not constitute an agreement between the undersigned and the Company until this Agreement has been accepted and executed by the Company. In the event this Subscription is rejected by the Company, all funds and documents tendered by the Participant shall be returned and the parties' obligations hereunder, shall terminate. (f) The has not engaged a placement agent in connection with this offering. (g) This Offering, as defined in the Memorandum, is scheduled to close no later than May 1, 2014 at 5:00 P.M. Eastern Standard Time (the “Closing Date”). , provided, however, that the Company, at its sole election, may extend this offering up to an additional ninety (f90) In days. The target offering is for up to 3,000,000 shares of Preferred Stock, but this offering has no prescribed minimum amount and the event of rejection Company may accept lessor amounts from investors or have multiple closings of this subscription in its entiretyoffering, or in the event the sale subsequent closings of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effectsame offering past the Closing Date. (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 (Trxade Group, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares (each a “Share”) of Common Stock, par value $0.0001 (the “SecuritiesCommon Stock”), of Boxabl, Inc.Spirits Capital Corporation, a Nevada Delaware corporation (the “Company”), ) at a purchase price of $0.79 1.75 per share Share (the “Per Security Share Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock Shares being subscribed for under this Subscription Agreement are also referred to as set forth in the Articles of Incorporation 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 an offering circular dated [XX_____, 2021] 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement on Form 1-A of the Company (“Offering Statement”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company Company, directly or through a representative, will notify Subscriber whether this subscription is accepted (whether in whole or 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 20,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company Termination Date (as defined in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”Circular). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). Your subscription may be included in any Closing Date, as determined by the Company. (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Spirits Capital Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock common stock, par value $0.00001 per share (the “Securities” or “Common Stock”), of Boxabl, Inc.Cabbacis Inc, a Nevada corporation (the “Company”), at a purchase price of $0.79 2.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100025,000. The rights of the Common Stock are as set forth in the Articles Certificate of 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 [XX[ ], 2021] 2023 (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement regarding the Company’s offering of up to 2,500,000 shares of its Common Stock on a “best efforts” basis (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 2,500,000 (the “Maximum Offering”). The Company may accept subscriptions until ______the earliest of: (1) the date on which the Maximum Offering amount has been sold, 2022(2) [ ], unless otherwise extended 2023, or (3) the date on which this Offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Cabbacis Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Class B Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablFanbase Social Media, Inc., a Nevada corporation Delaware corporation, (the “Company”), at a purchase price of $0.79 6.65 per share of Class B Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Class B Non-Voting Common Stock are as set forth in the Articles Amended and Restated Certificate of Incorporation Incorporation, as amended, and filed as exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Securities are being offered pursuant to an offering circular dated [XXCompany’s broker-dealer in this offering, 2021] (the “Offering Circular”) filed with the SEC as part will assess a processing fee of 3.5% of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies value of the Offering Circular and Offering Statement including exhibits thereto and any other information required by shares subscribed for. This processing fee shall count against the Subscriber to make an investment decisionper investor limit set out in Section 4(d)(ii) below. (dc) The Subscriber’s subscription may be accepted or 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 2,556,391, excluding the 639,097 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 ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, Subscriber and the terms of this Subscription Agreement, 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 (Fanbase Social Media, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.Square Chain Corp., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.04 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 1,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Square Chain Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablAureus, Inc.Inc. Corp., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.015 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold for the Company shall not exceed 62,658,228 38,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Aureus Inc)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablAgTech Global International, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.50 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 20,000 Offered Shares ($1000. The rights of 10,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 40,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Agtech Global International Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablE Med Future, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.05 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 100,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (E Med Future, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Boxabl Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.079 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Series A-1 Preferred Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or 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. (e) The aggregate number of Securities sold shall not exceed 62,658,228 12,658,227 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy Joinder to the Stockholder Agreement 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 (Boxabl Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Non- Voting Series A-1 A-2 Preferred Stock (the “Securities”), of Boxabl, Boxabl Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription amount of Securities that can be purchased is $1000. The rights 1,000 per Subscriber (representing 1,250 Shares) (which may be waived by the Company, in its sole and absolute discretion), at a price per security of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)$0.80. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number value of Securities the Non-Voting Series A-2 Preferred Stock to be sold by the Company shall not exceed 62,658,228 (the “Maximum Offering”)$3,265,744.00. The Company may accept subscriptions until ______October 9, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”)2023. Providing that subscriptions for 1,265,883 12,500 Securities are received (the “Minimum OfferingTarget Amount”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”), provided 21 days have passed since the commencement of Securities sales, a notice is distributed with the new anticipated deadline of the offering, the right to cancel for any reason until 48 hours prior to the new offering deadline, whether the Company will continue to accept Securities sales during the 48-hour period prior to the new offering deadline, and the new offering deadline is scheduled for and occurs at least five business days after the notice is distributed. (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) There are restrictions on the Subscriber’s ability to cancel the purchase of Securities and obtain a return of his or her investment. The Subscriber can cancel the purchase of Securities for any reason until 48 hours prior to the Termination Date or Closing Date, whichever is earlier. (g) With any material change to the terms of the offering, or to the information provided by the Company, a notice will be distributed with the notice of the changes, and that the Subscriber’s commitment will be canceled unless the Subscriber reconfirms his or her Securities purchase within the given business days. (h) 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, Subscriber as set forth herein and the terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablMiso Robotics, Inc., a Nevada corporation Delaware corporation, (the “Company”), at a purchase price of $0.79 4.97 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles Eighth Amended and Restated Certificate of Incorporation Incorporation, and filed as exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that Novation Solutions Inc. (“DealMaker”), which is serving as the Securities are being offered pursuant to an offering circular dated [XXCompany’s broker-dealer in this offering, 2021] (the “Offering Circular”) filed with the SEC as part will assess a processing fee of 1.5% of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies value of the Offering Circular and Offering Statement including exhibits thereto and any other information required by shares subscribed for. This processing fee shall count against the Subscriber to make an investment decisionper investor limit set out in Section 4(d)(ii) below. (dc) The Subscriber’s subscription may be accepted or 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 5,030,181, excluding the 503,081 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 ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (gf) 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, 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(g1(f).

Appears in 1 contract

Sources: Subscription Agreement (Miso Robotics, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Dryworld Brands Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.50 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold for the Company shall not exceed 62,658,228 20,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Dryworld Brands, Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablStereo Vision Entertainment, Inc., a Nevada corporation (the “Company”), at a purchase price of between $0.79 0.025 and $0.25 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is $1000. The rights of 100,000 Offered Shares; however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 $20,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Stereo Vision Entertainment Inc)

Subscription. (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting number of shares set forth below of the $0.00001 par value Series A-1 C Preferred Stock (the “Securities”), or the “Series C Preferred Stock”) of BoxablCoyuchi, Inc., a Nevada California corporation (the “Company”), at a purchase price of $0.79 [4.50]/[4.05] per share (the “Per Security Share Price”), with a minimum purchase of $450 or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Series C Preferred Stock are as set forth in the Fourth Amended and Restated Articles of Incorporation of the Company (as amended, the “Restated Articles”), the Certificate of Determination of Series C Preferred Stock of the Company and the Bylaws of the Company, 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 in connection with the offering by the Company and certain existing stockholders of the company of up to 18,518,518 shares of Series C Preferred Stock (the “Offering”) pursuant to an offering circular statement dated [XX__________, 2021] 202__ (the “Offering CircularStatement) ), a copy of which has been filed with the SEC as part of the Offering StatementSEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received 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. (dc) The Subscriber’s subscription 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. 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 18,518,518 shares of Series C Preferred Stock (the “Maximum OfferingNumber of Shares”). The There is no minimum offering amount required, and the Company may accept subscriptions until __________, 20222023, unless otherwise extended by the Company Company, in its sole discretion discretion, in accordance with applicable SEC regulations for such other period required to sell or until the Maximum Number of Shares under the Offering are sold, whichever shall first occur (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the TransfereesTransferee”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in a form acceptable to the Company Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agreeagree to, and be bound by the representations and warranties of Subscriber, Subscriber and the terms of this Subscription Agreement, including and the Proxy Company consents to the transfer in Section 5its sole discretion. (g) By agreeing to these provisions, substantially in Subscribers will not be deemed to have waived their rights under the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless federal securities laws and until such Transferee shall have complied with the terms of this Section 1(g)rules and regulations thereunder.

Appears in 1 contract

Sources: Subscription Agreement (Coyuchi, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablNitches, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.005 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold for the Company shall not exceed 62,658,228 2,500,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Nitches Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc., AtomBeam Technologies Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 8.00 per share Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is 81 shares of Common Stock or $1000648 plus a 3.5% transaction fee. The rights and preferences of the Common Stock are as set forth in the Articles Company’s Certificate of Incorporation and the amendment thereto included as exhibits 2.1 and 2.2 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement (SEC File No. 024-12417), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 $20,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (AtomBeam Technologies Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablB2Digital, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 0.008 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 600,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (B2Digital, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.Seismic Capital Company, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 5.50 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $10001,000. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation which appears as an Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 8,909,901 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Seismic Capital Co)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred shares of Common Stock (the “Shares” or “Securities”), of BoxablAvra, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.01 per share of Common Stock (the “Per Security Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription investment is 25,000 Shares ($1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of 250); however, the Company filed with can waive the SEC (the “Offering Statement”)minimum purchase requirement on a case-by-case basis in its sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC U.S. Securities and Exchange Commission (the “SEC”) as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto Circular, and any other information required by the Subscriber to make an investment decision. (d) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold for the Company shall not exceed 62,658,228 20 million (20,000,000) shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Avra Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting shares of Series A-1 Preferred C Common Stock (the “Securities”), of Boxabl, Waverly Labs Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 8.86 per share (the “Per Security Price”), upon the terms and conditions set forth herein, plus $0.3101 per share which each investor shall pay directly to StartEngine Primary as a commission. The minimum subscription is $1000496.16, which excludes the 3.5% commission to be paid by Subscriber directly to StartEngine Primary as a commission. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation 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 [XX, 2021DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 1,128,668 shares of Series C Common Stock, plus up to 225,734 bonus shares that may be issued to certain investors (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022on a continuous basis, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) 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, 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 (Waverly Labs Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablAureus, Inc.Inc. Corp., a Nevada corporation (the “Company”), at a purchase price of $0.79 00.0025 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold for the Company shall not exceed 62,658,228 38,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Aureus Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablBoatim, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.12 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 41,666,667 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Boatim Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred shares of Class B Common Stock (the “Securities”), of BoxablParallel Flight Technologies, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 4.67 per share (the “Per Security Price”), upon the terms and conditions set forth hereinplus $0.1635 per share which each investor shall pay directly to StartEngine Primary as a processing fee, up to a maximum of $700 per investor . The minimum subscription is $1000499.69 , plus the 3.5% processing fee referred to above . The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation incorporation, as amended, found as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXDATE], 2021] 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 1,605,995 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 4 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 (Parallel Flight Technologies, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”)) of Growth Stalk Holdings Corp, of Boxabl, Inc., a Nevada an Oklahoma corporation (the “Company”), at a purchase price of $0.79 0.20 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold for the Company shall not exceed 62,658,228 25,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Growth Stalk Holdings Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares of common stock (the “Securities”), of BoxablLos Angeles Drive, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100060. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation 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 [XXDATE], 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Los Angeles Drive, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Series A Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc.iConsumer Corp., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 0.XX per share of Series A Non-Voting Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights and preferences of the Common Stock Securities are as set forth in the Articles Certificate of Incorporation Designations filed with the Secretary of State of Delaware on August 12, 2015, as amended by the First Amendment to such Certificate of Designations filed with the Secretary of State of Delaware on January 19, 2018, which appear as Exhibit 3.1 and 2.2, respectively, to the Company’s Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX______, 2021] 202X (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 100,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _______, 2022202X, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (iConsumer Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Golden Developing Solutions Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.____ per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 1,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Golden Developing Solutions, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl▇▇ ▇▇▇▇, Inc., a Nevada corporation California Corporation (the “Company”), and at a purchase price of $0.79 0.20 per share (the Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $10000.20. The rights of the Common Stock being subscribed for under this Subscription Agreement are referred to as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Securities. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXApril 29, 2021] 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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. In addition, the Company, at its sole discretion, may allocate to Subscriber Subscriber-only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest interest, and all of Subscriber’s obligations hereunder shall terminate. (e) . The aggregate number of Securities sold shall not exceed 62,658,228 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the Termination Date, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 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”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 acknowledgebe acknowledged, 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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock membership interests, which we refer to herein as shares (the “Securities”)) of Common Stock, a Series of BoxablSixty Six Oilfield Services, Inc., a Nevada Florida corporation (the “Company”), at a purchase price of $0.79 0.01 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $10005000, or 500,000 shares. The rights and preferences of the Common Stock shares are as set forth in the Articles Corporation Agreement of Incorporation Sixty Six Oilfield Services, Inc. dated August 1, 2022, as amended from time to time (the “Operating Agreement”), and the Series Designation for Common Stock described in the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXAugust 1, 2021] 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement 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). (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 $10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) 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, 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 (Sixty Six Oilfield Services, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares of common stock (the “Securities”), of BoxablFlorida Mangos Wild, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100060. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation 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 [XXDATE], 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Florida Mangos Wild, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.Square Chain Corp., a Nevada corporation (the “Company”), at a purchase price of $0.79 per 0.05per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 80,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Square Chain Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 A Preferred Stock (the “Securities”), of BoxablOncolyze, Inc.Inc, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 3.2063 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000496.98. The rights of the Common Series A Preferred Stock are as set forth in the Articles Amended and Restated Certificate of Incorporation filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated February [XX__], 2021] 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. 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. (dc) The Subscriber’s subscription may be accepted or 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 5,146,119 shares of Series A Preferred Stock (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, Subscriber and the terms of this Subscription Agreement, 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(g1(f).

Appears in 1 contract

Sources: Subscription Agreement (Oncolyze, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock common stock, par value $0.00001 per share (the “Securities” or “Common Stock”), of Boxabl, Inc.Cabbacis Inc, a Nevada corporation (the “Company”), at a purchase price of $0.79 2.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100050,000 unless otherwise waived by the Company at its sole discretion on a case-by-case basis. The rights of the Common Stock are as set forth in the Articles Certificate of 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 [XXMay 29, 2021] 2025 (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement regarding the Company’s offering of up to 3,750,000 shares of its Common Stock on a “best efforts” basis (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 3,750,000 (the “Maximum Offering”). The Company may accept subscriptions until ______the earliest of: (1) the date on which the Maximum Offering amount has been sold, 2022(2) June 3, unless otherwise extended 2026, or (3) the date on which this Offering is earlier terminated by the Company in at its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Cabbacis Inc)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablNo Borders, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.01 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 300,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (No Borders, Inc.)

Subscription. (a) The undersigned (“Subject to the terms and conditions hereof, the Company agrees to sell to the Subscriber”) , and the Subscriber hereby irrevocably subscribes for for, and agrees to purchase from the Non-Voting Series A-1 Preferred Stock Company, a Note in the principal amount set forth opposite the Subscriber’s signature at the end of this Agreement (the “SecuritiesSubscription Amount”), of Boxabl, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum Subscriber understands that the Company may reject the Subscriber’s subscription in its sole discretion, and that the Company may accept the subscription for a Note in a lesser principal amount than was subscribed for. This Agreement is $1000not binding on the Company until it is countersigned by the Company, and, whether or not countersigned by the Company, is specifically subject to the provisions of Section 8 hereof. Except as required under law, subsequent to delivery of the subscription funds and this Agreement to the Company or its designee, this subscription shall be irrevocable. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of Subscriber acknowledges that the Company filed with the SEC (the “Offering Statement”)will incur certain costs and undertake other actions in reliance on such irrevocability. (b) Concurrently with the Subscriber’s execution and delivery of this Agreement, the Subscriber understands that is delivering to the Securities are being offered Escrow Agent (as defined below) by bank or other good check in lawful funds of the United States, or by wire transfer, the Subscription Amount. Such funds shall be held in a non-interest bearing escrow account until the closing for such subscription is held, the rejection of the subscription, or the termination the Offering, whichever is earlier, pursuant to an offering circular dated [XXescrow agreement by and among Interwest Transfer Company, 2021] as escrow agent (the “Offering CircularEscrow Agent) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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. In addition, the Company, at its sole discretionand the Placement Agent (as defined below), may allocate to Subscriber only a portion copy of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription which is accepted (whether in whole or 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. (e) The aggregate number of Securities sold shall not exceed 62,658,228 attached hereto as Exhibit F (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 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 DateEscrow Agreement”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, 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 (China Agricorp, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablB2Digital, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 0.01 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 600,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (B2Digital, Inc.)

Subscription. (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting number of shares set forth below of the $0.00001 par value Series A-1 C Preferred Stock (the “Securities”), or the “Series C Preferred Stock”) of BoxablCoyuchi, Inc., a Nevada California corporation (the “Company”), at a purchase price of $0.79 3.60/3.24 per share (the “Per Security Share Price”), with a minimum purchase of $450 or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Series C Preferred Stock are as set forth in the Fourth Amended and Restated Articles of Incorporation of the Company (as amended, the “Restated Articles”), the Certificate of Determination of Series C Preferred Stock of the Company and the Bylaws of the Company, 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 in connection with the offering (the “Offering”) by the Company of shares of Series C Preferred Stock pursuant to an offering circular statement dated [XXAugust 9, 2021] 2022 (as amended or supplemented, the “Offering CircularStatement) ), a copy of which has been filed with the SEC as part of the Offering StatementSEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received 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. (dc) The Subscriber’s subscription 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. 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (ed) The aggregate number of Securities shares of Series C Preferred Stock that may be sold in the Offering sold shall not exceed 62,658,228 14,814,815 Series C Preferred Stock shares (the “Maximum OfferingNumber of Shares”). The There is no minimum offering amount required, and the Company may accept subscriptions until ______, 2022, unless otherwise extended terminated by the Company Company, in its sole discretion discretion, in accordance with applicable SEC regulations for such other period required to sell regulations, or until the Maximum Number of Shares under the Offering are sold, whichever shall first occur (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the TransfereesTransferee”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in a form acceptable to the Company Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agreeagree to, and be bound by the representations and warranties of Subscriber, Subscriber and the terms of this Subscription Agreement, including and the Proxy Company consents to the transfer in Section 5its sole discretion. (g) By agreeing to these provisions, substantially in Subscribers will not be deemed to have waived their rights under the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless federal securities laws and until such Transferee shall have complied with the terms of this Section 1(g)rules and regulations thereunder.

Appears in 1 contract

Sources: Subscription Agreement (Coyuchi, Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “SecuritiesStock”) of LIST MOVIE PRODUCTION, LLC. (the “Issuer”), a Limited Liability Company, organized under the state of BoxablMississippi, Inc., a Nevada corporation (for the “Company”), at a purchase price principal amount of $0.79 per share (the “Per Security Price”)$ , upon the terms and conditions set forth herein. The minimum subscription is $1000. Securities being subscribed, under this Offering Agreement herein, to a security interest through the purchase of Common Stock (“Stock”), also referred to as the “Securities.” The rights and preferences of the Common Stock Securities are as set forth in the Issuer’s Articles or Bylaws and any description of Incorporation to the Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. b. By executing this Subscription Offering Agreement, Subscriber acknowledges that Subscriber has received this Subscription Offering Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto Memorandum of the Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription c. This Subscription may be accepted or rejected in whole or in part, part at any time prior to a Closing Date (as hereinafter defined), ) by the Company Issuer (also referred to as a Creator) at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company Issuer will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest interest, and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number principal amount of Securities sold shall not exceed 62,658,228 $2,000,000.00 (the “Maximum Offering”). The Company Issuer may accept subscriptions until ______January 15, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering 2023 (the “Termination Date”). Providing that subscriptions for 1,265,883 $500,000.00 Securities are received (the “Minimum Target Offering”), the Company Issuer may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing Date”). (f) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Offering Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, 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: Offering Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock Common Stock, no par value (the “Securities”), of Boxabl, Olive Tree People Inc., a Nevada California corporation (the “Company”), at a purchase price of $0.79 1.25 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000100.00. The rights of the Common Stock are as set forth in the Articles Article of Incorporation Incorporation, as amended, filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXJuly 28, 2021] 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 12,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl800 Degrees Go, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 1.33 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000376 shares of Common Stock. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation included as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or 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. (e) The aggregate number of Securities sold shall not exceed 62,658,228 7,518,797 shares issued for cash consideration with an additional 1,503,759 issuable pursuant to the terms of the “Bonus Shares” as set out in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, 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 (800 Degrees Go, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for 2.1. On the terms and subject to the conditions of this Agreement, the Investor agrees to purchase the Non-Voting subscribe and pay for an aggregate of 55,535 fully paid Series A-1 Preferred Stock I CCPS (the “SecuritiesSubscription Shares”), each at an issue price of Boxabl, Inc., a Nevada corporation USD 450.16 (Dollar Four Hundred Fifty Point One Six) (the “CompanySubscription Price”), at a purchase price . The aggregate consideration payable by the Investor for the subscription of $0.79 per share the Subscription Shares shall be US$ 25,000,000 (Dollar Twenty-Five Million) (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering StatementSubscription Amount”). (b) Subscriber understands that 2.2. Subject to the Securities are being offered pursuant to an offering circular dated [XX, 2021] (terms of this Agreement and the “Offering Circular”) filed with satisfaction of or waiver by the SEC as part Investor of the Offering Statement. By executing this Subscription Agreementconditions of subscription set forth in Clause 3.1 (Conditions Precedent to Subscription), Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.either: (da) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time request the Investor to close all or any portion of this offeringsubscribe for the Subscription Shares as set out in Clause 2.1 and pay the Subscription Price for the Subscription Shares, on various dates at or prior to the Termination Date (each by delivering a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially written notice in the form set forth in Schedule II (“Subscription Notice”) to the Investor; or (b) the Investor may, at any time, in its sole discretion and without request by the Company, deliver a Subscription Notice to the Company specifying the number of Subscription Shares that it wishes to subscribe subject to the maximum number as set out in Clause 2.1, at least fifteen (15) Business Days prior to the date of subscription of the Subscription Shares specified in such Subscription Notice (“Subscription Date”). 2.3. If a Subscription Notice is delivered by the Company to the Investor in accordance with Clause 2.2(a) or the Investor delivers a Subscription Notice to the Company in accordance with Section 5. The 2.2(b), then the Company shall be obliged to issue, and the Sponsors shall ensure that the Company issues to the Investor and the Investor shall be obliged to subscribe to and pay the Subscription Price for, such number of the Subscription Shares as specified in the Subscription Notice on the Subscription Date and the Company shall and the Sponsors shall ensure that the Company takes all necessary corporate and other actions, including but not record any transfer limited to all appropriate steps to ensure that a meeting of Securities the Company’s shareholders or a meeting of the board of directors, as applicable, is promptly convened, to ensure that the Subscription Shares are issued to the Investor on its books unless and until such Transferee shall have complied the Subscription Date, in accordance with the terms of this Section 1(gAgreement. 2.4. On the Subscription Date, the following events shall take place: (a) the Investor shall pay the amount equal to the Subscription Price multiplied by the number of Subscription Shares specified in the Subscription Notice in Dollars to the following account of the Company: Company Account (IBAN): Bank Name: Barclays Bank Mauritius Limited Bank Address: International Banking, 1ST Floor, Barclays House, Barclays House, 68-68A, Cybercity Ebene, Mauritius SWIFT Code: ▇▇▇▇▇▇▇▇▇▇▇, or such other account specified in the Subscription Notice; and (b) the Company shall: (i) issue to the Investor, or as the Investor directs, the Subscription Shares free of all Liens or other encumbrances or rights of third parties and record the Investor as the legal and beneficial owner of the Subscription Shares in the Company’s share register; (ii) deliver to the Investor, or as the Investor directs: (A) a share certificate in customary form; and (B) a certified copy of the Company’s share register, evidencing the Investor’s valid title to the Subscription Shares, free of all Liens or other encumbrances or rights of third parties; and (iii) provide the Investor with a certificate copy of the resolutions passed by the board of directors and the shareholders of the Company for the issue and allotment of the Subscription Shares to the Investor; The Parties agree that the fulfillment of the obligations of the Company set forth in Clause 2.4 (b) (i) through (iii) above are conditions precedent to the application of any funds disbursed by the Investor under Clause 2.4(a) to the subscription for the Subscription Shares and that, accordingly, any funds disbursed in accordance with Clause 2.4(a) shall be held in trust by the Company (for the benefit of the Investor) until the acts set forth in Clause 2.4(b)(i) through (iii) have been performed and the Investor has notified the Company in writing that such funds can be released to the Company, and in the event that such acts are not performed as soon as practicable, and in any event within three (3) Business Days from any such disbursement of funds by the Investor, the Company shall, upon the Investor’s request, immediately return the funds disbursed in accordance with Clause 2.4(a) to the Investor, unless instructed otherwise by the Investor. 2.5. All transactions contemplated by this Agreement to be consummated at the Subscription Date shall be deemed to occur simultaneously and no such transaction shall be consummated unless all such transactions are consummated on the Subscription Date. 2.6. The Company shall pay all Taxes, fees or other charges payable on or in connection with the execution, issue, subscription, delivery, registration, translation or notarization of this Agreement, the Amendment to SHA, the Company’s Charter, the Subscription Shares and any other documents related to this Agreement, the Shareholders’ Agreement or the Company’s Charter. 2.7. The Company shall undertake all post-issue filings and other requirements associated with the issuance of the Subscription Shares in the time prescribed for the same under Applicable Law. 2.8. If the Company, for any reason, does not issue the Subscription Shares as set forth in Clause 2.4, including by reason of failure of the Company’s shareholders to authorize such issuance, such failure to issue the Subscription Shares shall constitute a breach of the Company’s obligations under this Agreement, and the Investor shall have the right to exercise any and all rights or legal or equitable remedies of any kind which may accrue to it against the Company. It is clarified that provisions of this Clause 2.8 shall not apply if, upon reasonable satisfaction (or waiver by the Investor) of the conditions of subscription set forth in Clause 3.1 (Conditions Precedent to Subscription), the Investor does not subscribe to the Subscription Shares within Subscription Date. 2.9. Until the Subscription Shares have been subscribed and issued or the right of the Company to request the subscription has been cancelled as provided in Clause 2.10 (Cancellation of Subscription), whichever occurs first, the Company shall conduct its business in the ordinary course and shall use, and shall ensure that each of its Subsidiaries to use, its reasonable best efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees.

Appears in 1 contract

Sources: Series I CCPS Investment Agreement (Azure Power Global LTD)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablFoothills Exploration, Inc., a Nevada corporation Delaware Corporation (the “Company”), at a purchase price of $0.79 [0.00035-0.00105] per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The There is no minimum subscription is $1000amount. The rights of the Common Stock are as set forth in Certificate of Incorporation, as amended and the Articles of Incorporation Bylaws included in the Exhibits to the Offering Statement Circular of the Company filed with the SEC (the “Offering Statement”defined below). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021_____] (the “Offering Circular”) filed with the SEC as part of the Offering StatementSEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 5,714,285,714 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022one year after the Offering Circular is approved by any state, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors 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, 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: Common Stock Subscription Agreement (Foothills Exploration, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Class A Common Stock (the “Securities”), ) of BoxablLegion M Entertainment, Inc., a Nevada Delaware corporation (the “Company”), at a purchase the price of $0.79 per share set forth on the Platform’s investment page (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000100. The rights of the Common Stock Securities are as set forth in the Articles Certificate of Incorporation which appear as an Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021____] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder with respect to such rejected subscription or portion thereof shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 3,939,075 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022______, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Sources: Subscription Agreement (Legion M Entertainment, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of BoxablElectromedical Technologies, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 0.71 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000250. The rights of the Common Stock are as set forth in the Articles Certificate of 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 [XX, 2021______________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 7,042,254 (the “Maximum Offering”). The Company may accept subscriptions until [______, 2022_______], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 704,225 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”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) 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, 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 (Electromedical Technologies, Inc)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablEco Allies, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 1.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 10,000 Offered Shares ($1000. The rights of 10,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 20,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Eco Allies Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl800 Degrees Go, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 2.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000250 shares of Common Stock. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation included as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or 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. (e) The aggregate number of Securities sold shall not exceed 62,658,228 5,000,000 shares issued for cash consideration with an additional 1,000,000 issuable pursuant to the terms of the “Bonus Shares” as set out in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, 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 (800 Degrees Go, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablAtomic Studios, Inc., a Nevada Wyoming corporation (the “Company”), at a purchase price of $0.79 0.0001 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold for the Company shall not exceed 62,658,228 15,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Atomic Studios, Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablStellar Spirits and Wines, Inc., a Nevada California corporation (the “Company”), at a purchase price of $0.79 2.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 50,000 Offered Shares ($1000. The rights of 100,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 5,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Stellar Spirits & Wines, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares (each a “Share”) of Common Stock, par value $0.0001 (the “SecuritiesCommon Stock”), of Boxabl, Inc.Spirits Capital Corporation, a Nevada Delaware corporation (the “Company”), ) at a purchase price of $0.79 1.75 per share Share (the “Per Security Share Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock Shares being subscribed for under this Subscription Agreement are also referred to as set forth in the Articles of Incorporation 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 an offering circular dated [XX_____, 2021] 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement on Form 1-A of the Company (“Offering Statement”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company , directly or through a representative, will notify Subscriber whether this subscription is accepted (whether in whole or 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 20,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company Termination Date (as defined in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”Circular). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). Your subscription may be included in any Closing Date, as determined by the Company. (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Spirits Capital Corp)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablGem Industries Group, Inc., a Nevada an Oklahoma corporation (the “Company”), at a purchase price of $0.79 1.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 1,500 Offered Shares ($10001,500); however, we can waive the minimum purchase requirement on a case-by-case basis in our sole discretion. The rights Company may also accept promissory notes, project marketing services, or consulting services, in lieu of cash payments; however, any non-cash consideration received by the Common Stock are as set forth in the Articles of Incorporation Company shall be valued according to the Offering Statement Note to Rule 251(a)(1) of the Company filed with the SEC (the “Offering Statement”).Regulation A. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 10,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Gem Industries Group, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred shares of Common Stock (the “Securities”), of Boxabl, Global Cancer Technology Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 2.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights and preferences of the Common shares of Commons Stock are as set forth in the Articles of Incorporation Company’s bylaws, included as Exhibit 2.5 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). Subject to the terms of the Offering Statement (including, without limitation, the right of the selling stockholder to withdraw from such arrangement at any time), approximately 23% of the Securities purchased hereunder will be purchased from the selling stockholders named thereunder. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX____, 2021] 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 4,543,788 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, 2021 unless otherwise extended up to 90 days by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Sources: Subscription Agreement (Global Cancer Technology, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares of common stock (the “Securities”), of BoxablLog Angeles Drive, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100060. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation 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 [XXDATE], 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Los Angeles Drive, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablEmo Captial, Inc.Corp., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.005 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 300,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Emo Capital Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablLiquidPiston, Inc.Inc, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 10.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $10001,000. The rights of the Common Stock are as set forth in the Articles Amended and Restated Certificate of Incorporation filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Company will assess an investor fee equal to $30 plus 2.5% of the value of the shares subscribed for. This investor 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 [XX, 2021DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 3,000,000 shares of Common Stock (the “Maximum Offering”), 750,000 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 ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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, Subscriber and the terms of this Subscription Agreement, including the Market Stand-Off in Section 6 and the Proxy in Section 57, in substantially in the form set forth in Section 5Sections 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(g).

Appears in 1 contract

Sources: Subscription Agreement (LiquidPiston, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.Rayton Solar, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 1.52 per share (the “Per Security Price”Price”)(in a minimum amount of $500), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation Incorporation, as 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 dated [XXNovember __, 2021] 2016 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 32,894,736 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until ______, 20222017, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Rayton Solar Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablStartEngine Crowdfunding, Inc., a Nevada corporation Delaware Corporation (the “Company”), at a purchase price of $0.79 5 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000500. The rights of the Common Stock are as set forth in the Articles Second Amended and Restated Certificate of 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 [XX, 2021___________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 1,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______, 2022_________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) 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, 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 (Startengine Crowdfunding, Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablOne World Ventures, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 1.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 1,000 Offered Shares ($1000. The rights of 1,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 75,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (One World Ventures Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablCoroWare, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 0.002 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 5,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (CoroWare, Inc,)

Subscription. (a) The undersigned (“Subscriber”individually and/or collectively, the "Participant") hereby irrevocably applies to become a participant in the Units of registrable common stock and warrants (collectively, the "Units," "Shares" or the "Common Stock") of WORLD WASTE TECHNOLOGIES, INC., a California corporation ("WWT" or the "Company"), in accordance with the terms and conditions of this Subscription Agreement (the "Subscription"). (b) Before this subscription for participation in the Shares is considered, the Participant must complete, execute and deliver to the Company the following: (i) This Subscription; (ii) The Certificate of Accredited Investor Status attached hereto as Exhibit A; (iii) The WWT Registration Rights Agreement; and (iv) The WWT Warrant Agreement; and (v) The Participant's check or wire transfer in the amount of $__________________. (c) Participant hereby subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc., a Nevada corporation (the “Company”), __________ Units at a purchase price of $0.79 2.50 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decisionUnit. (d) This Subscription is irrevocable by the Participant. (e) This Subscription is not transferable or assignable by the Participant. (f) This Subscription shall be deemed to be accepted only when this Subscription has been executed by an authorized officer of the Company. The Subscriber’s subscription deposit of Participant's check or wire transfer funds will not be deemed an acceptance of this Subscription. (g) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended part by the Company in its sole discretion discretion. In the event this Subscription is rejected in accordance with applicable SEC regulations for such other period required to sell its entirety by the Maximum Offering Company, all funds (without interest) and documents tendered by the “Termination Date”)Participant shall be returned. Providing In the event that subscriptions for 1,265,883 Securities are received (this Subscription is rejected in part by the “Minimum Offering”)Company, the Company may elect at any time to close all or any portion of this offering, on various dates at or prior shall return to the Termination Date (each a “Closing Date”)Participant the part of the payment relating to such rejected portion without interest. The Company shall have the right to allocate Shares among Participants in any manner it may desire; provided, that no Participant shall be obligated to purchase more than the number of Shares set forth in Section 1(c) above without such Participant's prior written consent. (fh) In Participant understands that separate Subscriptions will be executed with other Participants for the event remainder of rejection the Shares to be sold in this offering. (i) Placement agents and broker dealers, including Chadbourn Securities, Inc. (an NASD broker-dealer affiliate of this subscription Cagan McAfee Capital Partners, LLC), may be paid commissions in its entirety, or in an am▇▇▇▇ up to but not to exceed (i) selling commissions from the event Company up to eight percent (8%) of the aggregate proceeds from the sale of the Securities Shares, and (or any portion thereofii) is not consummated a non-accountable expense allowance up to two percent (2%) of the aggregate proceeds from the sale of the Shares, and (iii) warrants to purchase up to ten percent (10%) of the aggregate number of Shares sold in the offering, exercisable for any reasonseven years at an exercise price equal to the Offering Price, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effectwith a net exercise ("cashless exercise") provision. (gj) The terms of this Subscription Until the registration statement contemplated by the WWT Registration Rights Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed 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 Transferee shall have executed and delivered Securities Exchange Act of 1934, as amended, or short sale position with respect 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)Common Stock.

Appears in 1 contract

Sources: Subscription Agreement (World Waste Technologies Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablGRASS QOZF, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 2.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold for the Company shall not exceed 62,658,228 25,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Grass Qozf, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred shares of Common Stock (the “Securities”), of Boxabl, Inc.IdentifySensors Biologics Corp., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 4.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights and preferences of the Common Stock are as set forth in the Articles Certificate of Incorporation Incorporation, as amended, 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 [XXOctober __, 2021] 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 12,500,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the “Termination Date” (as defined below), unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering. The termination date of the offering is the earliest date on which: (i) the Maximum Offering is completed; (ii) the one-year anniversary of the date in which the SEC qualified the Offering Statement; or (iii) the Company’s board of directors (the “Board of Directors”), in its sole discretion, determines to terminate the offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (gf) 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, 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 (IdentifySensors Biologics Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablACME AtronOmatic, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 3.75 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000498.75. The rights of the Common Stock are as set forth in the Articles Company’s Certificate of Incorporation and Certificate of Amendment thereto, which are filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement (SEC File No. 024-12445), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 4,841,249 shares, with an additional 968,250 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 Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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, Subscriber and the terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Sources: Subscription Agreement (Acme Atronomatic Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablStarstream Entertainment, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.01 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of 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 [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 300,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 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 (Starstream Entertainment, Inc.)

Subscription. (a) The AMOUNT OF INVESTMENT: $___________________________________________ NUMBER OF MEMBERSHIP INTERESTS PURCHASED: ___________________ Purchasers are required to electronically complete this Subscription Agreement for the desired investment amount. A Purchaser’s electronic signature, whether digital or encrypted, included in this Subscription Agreement is intended to authenticate this Subscription Agreement and to have the same force and effect as a manual signature. Electronic signature means any electronic symbol or process associated with a record and adopted by Purchaser with intent to sign such record. Subject to the terms and conditions of the Agreement, the undersigned (“SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock Membership Interests (the SecuritiesMembership Interests)) offered by CIRCLE OF WEALTH FUND III LLC, of Boxabl, Inc., a Nevada corporation an Idaho limited liability company (the “Company”), at a purchase price of $0.79 per share (in the “Per Security Price”)amount indicated above, upon all in accordance with the terms and conditions set forth herein. The minimum subscription is $1000. The rights of this Subscription Agreement, the Common Stock are as set forth in the Articles Certificate of Incorporation to the Offering Statement of the Company filed with the SEC Formation (the “Offering StatementCertificate”). , the Company’s Operating Agreement (b“Operating Agreement”) Subscriber understands that the Securities are being offered pursuant to an offering circular and Offering Circular dated [XXApril 6, 2021] 2020, as amended (the “Offering Circular”). (a) filed with Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. Purchaser agrees to become a Member and to be bound by all the SEC as part terms and conditions of the Offering StatementOperating Agreement. By executing This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Purchaser, except as expressly provided in the terms and conditions of the actual Operating Agreement. (b) This subscription may be rejected as a whole or in part by the Company in its sole and absolute discretion. If this subscription is rejected, the Purchaser’s funds shall be returned to the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the same. (c) Neither the execution nor the acceptance of this Subscription Agreement constitutes the Purchaser as a Member, shareholder or secured creditor of the Company. This is an agreement only to purchase the Membership Interests in the amount set forth above; and the Purchaser will become a Member (and not a shareholder or secured creditor) only after the Purchaser’s funds are duly transferred to the account of the Company and the Membership Interests are issued thereupon to the Purchaser. Until such time, the Purchaser shall have only those rights as may be set forth in this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected offering of Membership Interests is described in whole or in partthe Offering Circular, at any time prior to a Closing Date that is available through the online website platform ▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (as hereinafter defined“Platform”), which is hosted by CrowdEngine Inc., and operated by the Company at its sole discretionCompany. In additionPurchaser must read this Agreement, the CompanyOffering Circular, at its sole discretionand Operating Agreement. By signing electronically below, may allocate Purchaser agrees to Subscriber only a portion the following terms together with the Platform’s Terms and Conditions, Terms of Use, and consent to the number of Securities Subscriber has subscribed for. The Platform’s Privacy Policy, and agree to transact business with the Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned and to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminatereceive communications relating to the Membership Interests electronically. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (Once Purchaser makes a funding commitment to purchase Membership Interests, it is irrevocable until the “Maximum Offering”). The Company may accept subscriptions until ______Membership Interests are issued, 2022, unless otherwise extended the purchase is rejected by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”)Company, or the Company may elect at any time otherwise determines not to close all or any portion of this offering, on various dates at or prior to proceed with the Termination Date (each a “Closing Date”)transaction. (f) In The Purchaser’s rights and responsibilities will be governed by the event of rejection terms and conditions of this subscription Subscription Agreement, the Offering Circular, the Certificate and Operating Agreement. If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effectto confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, except for Section 6 hereofthe Company will reply upon the information provided in this Subscription Agreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, which shall remain in force and effectthat will allow the investor to purchase Membership Interests. (g) The terms Should the process from depositing an investor’s funds into the account of this Subscription Agreement shall be binding upon Subscriber the Company and its transferees, heirs, successors and assigns acceptance as a Member take longer than Fifteen (collectively, “Transferees”); provided that for any such transfer to be deemed effective15) days, the Transferee shall have executed and delivered Investor may request in writing to recover his, her or its investment funds. If, upon receipt of such request in writing, the Company in advance an instrument in has not yet accepted the Investor as a form acceptable to Member, then the Company may, in its sole and absolute discretion, pursuant return the Investor’s funds to which the proposed Transferee shall acknowledge, agree, investor and be bound by revoke the representations and warranties Subscription Agreement within Ten (10) business days of Subscriber, terms receipt of this Subscription Agreement, including such request from 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)Investor.

Appears in 1 contract

Sources: Subscription Agreement (Circle of Wealth Fund III LLC)