Common use of Subscription Clause in Contracts

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 4 contracts

Sources: Subscription Agreement (Next Thing Technologies, Inc), Subscription Agreement (Next Thing Technologies, Inc), Subscription Agreement (Next Thing Technologies, Inc)

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

Appears in 4 contracts

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

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock purchase, through the platform operated by Public Holdings, Inc. (the “SecuritiesPlatform”), the number of Next Thing Technology Inc., a Delaware corporation (Securities at the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (set forth on the “Per Security Price”)cover page hereto, upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate Operating Agreement of Incorporationthe Company (the “Operating Agreement”), which is filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing subscribing to this Subscription Agreement as provided hereinOffering, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at its sole discretion. Upon discretion and for any reason or no reason, notwithstanding prior receipt by the expiration Purchaser 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 Subscriberacceptance of this subscription. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest deduction, offset or interest, and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the Maximum Offering”), as provided in the Offering Statement. The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each each, a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect.

Appears in 3 contracts

Sources: Subscription Agreement (Public 1997 Michael Jordan PMG LLC), Subscription Agreement (Public Alts 001 LLC), Subscription Agreement (Public Alts 001 LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology Inc.Howloo, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 3.79 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150496.49. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,978,891 (the “Maximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Appears in 3 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Fan Owned Club, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 10 per share of Class A Common Stock (the “Per Security Price”), ) or subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 amended, included in the Exhibits to the Offering Statement Form C of the Company company filed with the SEC (the “Offering StatementForm C”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular a Form C (the “Offering CircularForm C) ), filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. Form C. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular Form C and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. Copies of all SEC filings can also be viewed via following the link on the Company’s website to all documents filed with SEC. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 107,000 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until the termination of the Offering its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”)) or until the maximum number of shares under the Offering are sold. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Appears in 3 contracts

Sources: Subscription Agreement, Subscription Agreement, Subscription Agreement

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

Appears in 3 contracts

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

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

Appears in 3 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Class A [TBD] Common Stock Bits (the “Securities”)) of Building Bits Properties I, of Next Thing Technology Inc.LLC, a limited liability company organized under the laws of Delaware corporation (the “Company”), at a purchase price of $3.00 1.00 per share of Class A Common Stock Bit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is [$1501,000]. The rights of the Class A [TBD] Common Stock Bits are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement Operating Agreement and Class [TBD] Bit Designation of the Company Company, as filed with the SEC Securities and Exchange Commission (“SEC”) as an exhibit to the Company’s Offering Statement (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular Offering Circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 XX,XXX,XXX (the “Maximum Offering”). The Company may accept subscriptions until [DATE], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for X,XXX,XXX Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 3 contracts

Sources: Subscription Agreement (Building Bits Properties I, LLC), Subscription Agreement (Building Bits Properties I, LLC), Subscription Agreement (Building Bits Properties I, LLC)

Subscription. (a) The undersigned (“Subscriber”) a. Subject to the terms and conditions hereof, Subscriber hereby subscribes agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Acquired Shares (such subscription and issuance, the “Subscription”). b. On or prior to the date on which any Other Subscription Agreement, if any, is entered into, after consultation with the Company, Subscriber shall notify the Company of the number of Additional Acquired Shares constituting “Acquired Shares” hereunder that Subscriber shall elect and be obligated to purchase on the Closing Date as provided herein, which notice shall include the allocation of Class A Common Stock Acquired Shares and Series B Acquired Shares constituting the “Acquired Shares” (including the Additional Acquired Shares) to be purchased hereunder (the “SecuritiesTotal Acquired Shares”); provided that the maximum number of Class A Acquired Shares to be purchased hereunder (the “Maximum Share Number”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share together with any additional shares of Class A Common Stock (to be issued by the “Per Security Price”)Company pursuant to all Other Subscription Agreements, upon if any, in the terms and conditions set forth herein. The minimum subscription is $150. The rights aggregate, does not exceed 19.9% of the Company’s outstanding shares of Class A Common Stock are and Class C Common Stock (as defined below), on a combined basis, on the date hereof, and, to the extent the Maximum Share Number would be exceeded by issuing all Acquired Shares as shares of Class A Common Stock, Subscriber shall instead be obligated to purchase, and the Company shall be obligated to issue to Subscriber, that number of Series B Acquired Shares that, together with the number of Class A Acquired Shares to be purchased hereunder, equals the number of Total Acquired Shares to be purchased hereunder. At such time, Subscriber and the Company shall update and amend Subscriber’s signature page hereto to reflect the number of Acquired Shares to be purchased, and the aggregate Purchase Price to be paid, on the Closing Date as provided herein. c. Notwithstanding anything to the contrary set forth in herein, if the Restated Certificate of Incorporation, filed as Exhibit 2.1 Company determines to the Offering Statement finance any portion of the Company filed with the SEC Remaining Purchase Price by issuing additional shares of its common stock or preferred stock to one or more additional purchasers (the “Offering StatementOther Purchasers) pursuant to any Other Subscription Agreement or otherwise at a price per share less than the Purchase Price payable by Subscriber hereunder, then Subscriber’s Purchase Price shall be reduced to equal the lowest per share purchase price to be paid by any such Other Purchaser (including on an as-converted basis for any shares of Series B Preferred Stock). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 3 contracts

Sources: Agreement to Assign (Centennial Resource Development, Inc.), Agreement to Assign (Centennial Resource Development, Inc.), Subscription Agreement (Centennial Resource Development, Inc.)

Subscription. A standard subscription (a"Subscription") may be purchased by paying the requisite subscription fee. A Subscription may also be obtained through the grant of a complimentary Subscription or by a promotional Subscription provided by CMIE. A Subscription provides validity to only One User Account and the same needs to be mentioned at the time of subscribing. A Subscription is for a finite period of time and it grants the subscriber a fixed number of Hits. Hits are consumed when Information is accessed through the Service. The undersigned Subscription (“Subscriber”and consequently it’s validity) hereby subscribes ends when either the period of time has expired or all the Hits have been consumed, whichever comes earlier. An IP-based subscription can be availed only by Research or Educational Institutions. Everything mentioned above with respect to a Subscription also applies to an IP-based subscription, however, the User Account associated with this subscription will be deemed to be the ’Primary User’ and will be responsible for administering and agrees managing the subscription for the Service. The Primary User will provide to purchase Class A Common Stock CMIE a list of valid IP addresses. Everybody accessing this Service from the valid range of IP addresses will be deemed to be ’Secondary Users’ and will be bound by the terms of this Agreement. All Secondary Users will access the Service from any address from within the list of valid IP addresses provided to CMIE by the Primary User. Secondary Users are deemed to have a valid subscription based on the subscription of the Primary User only if they access the Service over an authorised IP address. The subscriber through the Primary User will accept and enforce this agreement on behalf of all Secondary Users accessing this Service from the provided list of valid IP addresses. CMIE will hold the subscriber through the Primary User liable for any breach on their behalf or on the behalf of their Secondary Users. Throughout the Agreement except for Clause 2. - ’Subscription’ (the “Securities”this clause), the meaning of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms Primary User and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are Secondary User will be read as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed synonymous with the SEC (the “Offering Statement”)term "User" or "You". (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 3 contracts

Sources: Service Agreement, Service Agreement, Service Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of Next Thing Technology Inc.YSMD Series 2340 Hilgard LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $3.00 5.00 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150100, or 20 Units. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationYSMD, LLC and the respective series designation, filed as Exhibit 2.1 Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.

Appears in 3 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of Next Thing Technology Inc.[SERIES NAME], a Series of Here Collection LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $3.00 1.00 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150100, or 100 Units. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationHere Collection LLC and the respective series designation, filed as Exhibit 2.1 Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 [___] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.

Appears in 2 contracts

Sources: Subscription Agreement (Here Collection LLC), Subscription Agreement (Here Collection LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology RemSleep Holdings, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 0.06 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC U.S. Securities and Exchange Commission (the “SEC”) as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities the Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 25,000,000 50 million (50,000,000) shares of common stock (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 2 contracts

Sources: Subscription Agreement (RemSleep Holdings Inc.), Subscription Agreement (RemSleep Holdings Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for 12.1 In consideration of the obligations and agrees responsibilities undertaken by the Proprietor pursuant to purchase Class A Common Stock (Clause 2 hereof and the “Securities”)authorisation granted to the Subscribers under Clause 3 hereof, each Subscriber shall during the currency of Next Thing Technology Inc.this Agreement pay or ensure that each of the Subscribers will pay or procure to be paid to the Proprietor a subscription amount, a Delaware corporation (raised against each of the “Company”)Subscribers by the Proprietor, at the rate of 0.25% of the Annual Net Income in such manner as may be directed by the Proprietor. 12.2 Notwithstanding anything contained in Clause 12.1 the maximum subscription payable by each subscriber shall not exceed 5 percent of its Annual Profit Before Tax. 12.3 The Proprietor shall have the right to waive the subscription and the waiving of the subscription by the Proprietor shall be made by written notice from the Proprietor to the Subscribers and shall represent an additional document to this Agreement. A waiver of the subscription shall not affect the validity of any Clause of this Agreement and shall not represent a purchase price waiver of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The any rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Proprietor under this Agreement. (b) Subscriber understands that 12.4 The Proprietor shall have the Securities are being offered pursuant right to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended review from time to time, if necessary, in order to fulfill its obligations and responsibilities under Clause 2, the subscriptions outlined in Clause 12.1 of this Agreement. 12.5 No change in the Use by the Subscriber will be permitted unless prior approval is obtained from the Proprietor. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of The change in the Offering Circular and Offering Statement including exhibits thereto and any other information required Use by the Subscriber to make an investment decisionbe approved by the Proprietor will be accompanied by a change in the categorisation of the subscriber and the subscription payable. Any change in the Use authorised by the Proprietor shall be subject to the provisions of Clause 4. (c) 12.6 The Subscriber’s subscription Subscribers shall, along with the remittance of the subscription, payable at par at Mumbai or in such manner as may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), directed by the Company at its sole discretion. Upon Proprietor, render to the expiration Proprietor the Statement of Computation of the period specified in Subscriber’s state for notice filings before sales consolidated Annual Net Income and consolidated Annual Profit Before Tax signed by a duly authorised representative of the Subscribers. Such Statement shall be delivered to the Proprietor along with the payment of the subscription due. 12.7 If the Proprietor so requests, the Subscribers shall, within 30 days of such request, provide the Proprietor with such additional information and documentation as will enable the Proprietor or an independent auditor appointed by the Proprietor to confirm the contents of the Statement referred to above. The Subscribers shall remit any further sums which may be made determined to be payable by the Subscribers. 12.8 The Subscribers shall at all times during the currency of this Agreement, keep true and accurate records and particulars of the operations conducted by the Subscribers which may be material for the purpose of determining the sums due to the Proprietor hereunder and the said records and particulars shall be open during normal business hours to inspection by a representative or an independent auditor appointed by the Proprietor upon the Proprietor giving reasonable notice to the Subscribers and such representative shall be free to make copies or extracts from such records insofar as such copies or extracts are relevant to the determination of the sums due to the Proprietor hereunder. 12.9 Insofar as any governmental or other relevant authorities in such state, if anythe Territory shall require the Subscribers to deduct tax from any payments due to the Proprietor under this Agreement, the subscription may no longer be revoked at Proprietor hereby gives its consent to such deduction and the option Subscribers undertake to make payment of such tax to the Subscriber. In additionrelevant authorities; provided, the Companyhowever, at its sole discretion, may allocate that both parties to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole Agreement shall use their best endeavours to secure maximum relief or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering exemption from any such tax in accordance with its terms (the “Termination Date”)provisions of any applicable double taxation treaty between the Republic of India and the Territory in respect of all payments made under this Agreement. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event that any payment of rejection tax is made by the Subscribers pursuant to this Clause the Subscribers shall promptly send to the Proprietor the appropriate Certificate of this subscription in its entirety, or in the event the sale deduction of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force tax and effectall other supporting documentation.

Appears in 2 contracts

Sources: Brand Equity & Business Promotion Agreement, Brand Equity & Business Promotion Agreement (Tata Communications LTD)

Subscription. (a) The undersigned (“Subscriber”) As of the date hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock from the Company, and the Company agrees to issue and sell to Subscriber upon payment of the Purchase Price, such number of Ordinary Shares as is set forth on the signature page of this Subscription Agreement (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “CompanyShares”), at a purchase price of $3.00 the Purchase Price per share of Class A Common Stock (the “Per Security Price”), upon Share and on the terms and subject to the conditions set forth provided for herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of Subscriber acknowledges and agrees that the Company filed with reserves the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant right to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The accept or reject Subscriber’s subscription may be accepted for the Shares for any reason or rejected for no reason, in whole or in part, at any time prior to a Closing Date (as hereinafter defined)its acceptance by the Company, and the same shall be deemed to be accepted by the Company at its sole discretion. Upon the expiration only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the period specified Company. If this Subscription Agreement is terminated in Subscriber’s state for notice filings before sales may be made in such stateaccordance with the terms hereof, Subscriber and each beneficial purchaser, if any, for whom Subscriber is acting as agent or trustee, understands that any funds, certified checks, or bank drafts delivered by Subscriber representing the subscription may no longer be revoked at Purchase Price for 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) Shares will be promptly returned to Subscriber without interest deduction, and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect. (b) Notwithstanding anything to the contrary contained in this Subscription Agreement, except if, after the date of this Subscription Agreement, Subscriber acquires ownership of SPAC Class A Ordinary Shares (as defined in the Transaction Agreement) in the open market or in privately negotiated transactions with third parties (along with any related rights to redeem or convert such SPAC Class A Ordinary Shares in connection with any redemption conducted by RAAQ in accordance with the SPAC Charter (as defined in the Transaction Agreement) in conjunction with the Transaction Closing (the “Redemption”)) prior to the extraordinary general meeting to approve the Transaction and Subscriber does not redeem or convert such SPAC Class A Ordinary Shares in connection with the Redemption (including revoking or reversing any previously submitted redemption demand made with respect to such SPAC Class A Ordinary Shares) (any such SPAC Class A Ordinary Shares that are exchanged for Section 5 hereofOrdinary Shares pursuant to the Transaction, “Non-Redeemed Shares”), and Subscriber notifies the Company in writing at least two (2) business days prior to the anticipated Closing Date (as defined below) that it wishes to apply a specified number of such Non-Redeemed Shares to reduce the number of Shares it is required to purchase hereunder (the “Reduction Right” and such number of Non-Redeemed Shares, the “Reduction Shares”), the number of Shares for which Subscriber is obligated and has the right to purchase under this Subscription Agreement will be reduced by the number of Reduction Shares and the Purchase Price shall remain accordingly be reduced by an amount equal to the product of the number of Reduction Shares and $10.00; provided, that (i) promptly upon the Company’s request, Subscriber shall provide the Company with documentary evidence reasonably requested by the Company to evidence such Reduction Shares and (ii) the Subscriber agrees that with respect to any such Reduction Shares, it will (A) not sell or otherwise transfer such Reduction Shares prior to the consummation of the Transaction, (B) not vote any Reduction Shares in force favor of approving the Transaction and effectinstead submit a proxy abstaining from voting thereon, and (C) to the extent it has the right to have any of its Reduction Shares redeemed for cash in connection with the consummation of the Transaction, not exercise any such redemption rights.

Appears in 2 contracts

Sources: Subscription Agreement (Real Asset Acquisition Corp.), Individual Subscription Agreement (Real Asset Acquisition Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.Chicago Hogmollies, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 2 contracts

Sources: Subscription Agreement (Chicago Hogmollies, Inc.), Subscription Agreement (Chicago Hogmollies, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Zergratran, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150500. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate certificate of Incorporationincorporation, 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 [_______________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinsubscribing to the offering, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 15,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 2 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.Sin City Bad Babies, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 2 contracts

Sources: Subscription Agreement (Sin City Bad Babies, Inc.), Subscription Agreement (Sin City Bad Babies, Inc.)

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

Appears in 2 contracts

Sources: Subscription Agreement (MedicaMetrix, Inc/De), Subscription Agreement (MedicaMetrix, LLC)

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (purchase, and the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”)Issuer hereby agrees to issue and sell to Subscriber, upon the terms and conditions set forth herein. The minimum subscription is $150. The rights payment of the Class A Common Stock are as set forth in Aggregate Purchase Price, the Restated Certificate of IncorporationAcquired Shares (such subscription and issuance, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering StatementSubscription”). (b) . Subscriber understands and agrees that the Securities are being offered pursuant Issuer reserves the right to an offering circular (accept or reject the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted for the Acquired Shares for any reason or rejected for no reason, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), its acceptance by the Company at its sole discretion. Upon Issuer, and the expiration same shall be deemed to be accepted by the Issuer only when this Subscription Agreement is signed by a duly authorized person by or on behalf 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 SubscriberIssuer. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of the entire subscription by the Issuer, the Subscriber’s payment hereunder will be returned promptly (but not later than two (2) Business Days thereafter) to the Subscriber along with this subscription in its entiretySubscription Agreement, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, and this Subscription Agreement shall have no force or effect. Notwithstanding anything herein to the contrary, except the Issuer understands that although the Acquired Shares are being acquired by the Subscriber pursuant to this Agreement, the Subscriber may arrange for Section 5 hereofsubstituted purchasers (the “Substituted Purchasers”), which shall remain for up to twenty (20) Business Days after Closing, who will be “accredited investors” (as defined above), for a portion of the Acquired Shares in force and effectconnection with the private placement of the Acquired Shares in the United States only in accordance with the provisions of this Agreement and, without limiting the foregoing, only to Substitute Purchasers that satisfy the applicable requirements set forth on Schedule A to this Agreement. Each Substituted Purchaser may purchase Acquired Shares directly from the Subscriber at the Per Share Purchase Price set forth above.

Appears in 2 contracts

Sources: Subscription Agreement (Blank Jeremy), Subscription Agreement (McIntyre Julian Alexander)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology M2i Global, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 1.75 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150999.25, or 571 shares of Common Stock, plus an Investor Fee of 2.0%, which makes the total of a minimum subscription to be $1,019.24. The rights and preferences of the Class A Common Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, as amended, filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Company will assess a processing fee of 2% of the value of the Securities subscribed for (“Investor Fee”). This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below, and the Broker, DealMaker Securities, LLC will receive commissions on total subscription amount, which includes this fee. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 17,142,856 (the “Maximum Offering”)) composed of 14,285,714 shares to be sold by the Company and 2,857,142 shares issued for no additional consideration as Bonus Shares (as defined in the Offering Circular. The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.

Appears in 2 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.Seattle Emerald Haze, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 2 contracts

Sources: Subscription Agreement (Seattle Emerald Haze, Inc.), Subscription Agreement (Seattle Emerald Haze, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.New York Bodega Cats, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 2 contracts

Sources: Subscription Agreement (New York Bodega Cats, Inc.), Subscription Agreement (New York Bodega Cats, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of Next Thing Technology Inc.Series A, a Series of YSMD, LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $3.00 5.00 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150500, or 100 Units. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationYSMD, LLC and the respective series designation, filed as Exhibit 2.1 Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.

Appears in 2 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase shares of Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.F▇▇▇▇▇ ▇▇▇▇▇▇▇ Laboratories, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 10.67 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150490.82. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.4 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 937,207, plus up to 187,441 bonus shares (the “Maximum Offering”). The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Graze, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 7.10 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,001.10. The rights of the Class A Common Stock are as set forth in the Third Amended and Restated Certificate of Incorporation, which is filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,056,338 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).

Appears in 2 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the number of Shares of Common Stock (the “Securities”), of Next Thing Technology Inc.BUSINESS LINES CORP, a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $3.00 5 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock Securities are as set forth in the Restated Company’s amended and restated Certificate of IncorporationIncorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 15,000,000 (the “Maximum Offering”). The Company may accept subscriptions until October 1, 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Providing that subscriptions for 221 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 2 contracts

Sources: Subscription Agreement (Business Lines Corp), Subscription Agreement (Busniess Lines Corp)

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

Appears in 2 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase shares of Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.Flower Turbines, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 12.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150600.00. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,000,000 (the “Maximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Appears in 2 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.New England Cape Gods, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 2 contracts

Sources: Subscription Agreement (New England Cape Gods, Inc.), Subscription Agreement (New England Cape Gods, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock B Membership Interests (the “Securities”), of Next Thing Technology Inc.Prince of Venice, LLC, a Delaware corporation Limited Liability Company (the “Company”), at a purchase price of $3.00 250 per share of Class A Common Stock Membership Interest (the “Per Security Price”)) with a minimum purchase amount of $1,000, upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock Membership Interests are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement Operating Agreement of the Company filed with the SEC (the “Offering Statement”)Company. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto Private Placement Memorandum dated December 7, 2016 and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 $1 million (the “Maximum Offering”). The Providing that the Company sells the Minimum Offering amount by March 31, 2017, the Company may accept subscriptions until December 31, 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for Securities in the amount of $200,000 are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the number of Shares of Common Stock (the “Securities”), of Next Thing Technology Inc.MITIO INC, a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $3.00 2 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock Securities are as set forth in the Restated Company’s amended and restated Certificate of IncorporationIncorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Providing that subscriptions for 221 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (MiTio Inc / DE)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase shares of Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.F▇▇▇▇▇ ▇▇▇▇▇▇▇ Laboratories, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 10.67 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150490.82. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.4 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 937,207, plus up to 281,162 bonus shares (the “Maximum Offering”). The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Appears in 1 contract

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

Subscription. (a) 1.1 The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase that number of Shares as is set forth on the cover page of this Subscription Agreement at the price per Class A Common Stock (of Share shown on the “Securities”)cover page of this Subscription Agreement, for the aggregate price shown on the cover page of Next Thing Technology Inc.this Subscription Agreement, a Delaware corporation (which is tendered herewith, on the “Company”), at a purchase price basis of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon representations and warranties and subject to the terms and conditions set forth hereinin this Subscription Agreement (collectively, the “Subscription”). The minimum subscription is $150. The rights of the Class A Common Stock Shares are those described as set forth such in the Restated Certificate of IncorporationOffering Memorandum prepared by the Corporation dated September 30, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC 2016 (the “Offering StatementMemorandum). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended and restated from time to time. By executing this Subscription Agreement as provided herein, . 1.2 The Subscriber acknowledges that the Shares have been offered to the Subscriber has received access as part of an offering by the Corporation of additional Shares to other subscribers. 1.3 All dollar amounts referred to in this Subscription Agreement, copies including the schedules, appendices, certificates and attached hereto, are in lawful money of Canada, unless otherwise indicated. 1.4 Subject to the Offering Circular terms hereof, the Subscription will be effective upon its acceptance by the Corporation. The Subscriber acknowledges and Offering Statement including exhibits thereto agrees that this Subscription Agreement and any other information required documents delivered in connection herewith will be held by or on behalf of the Corporation, and that the aggregate price will be held by or on behalf of the Corporation. In the event that this Subscription is not accepted by the Corporation for whatever reason, which the Corporation expressly reserves the right to do, the Corporation will return the aggregate price to the Subscriber to make an investment decision. (c) The at the address of the Subscriber as set forth on the cover page of this Subscription Agreement, or as otherwise directed by the Subscriber’s subscription may be , without interest or deduction. If this Subscription is accepted or rejected in whole or only in part, at any time prior to the Subscriber understands that a Closing Date (as hereinafter defined), by cheque representing the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number aggregate price for that portion of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription the Subscription that is not accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned promptly delivered to the Subscriber at the address of the Subscriber as set forth on the cover page of this Subscription Agreement, or as otherwise directed by the Subscriber, without interest and all of Subscriber’s obligations hereunder shall terminateor deduction. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Epilog Imaging Systems, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 1.40 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150250. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [December XX, 2020] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 3,571,429, excluding the 357,142 shares that may be issued as “Bonus Shares” (as defined in the Offering Circular) (the “Maximum Offering”). The Company may accept subscriptions until ______, 2021, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for $51,750 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (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 (Epilog Imaging Systems Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class the Series A Common Preferred Stock (the “Securities”), of Next Thing Technology Inc.Future Labs V, Inc. D/B/A Graze, a Delaware corporation (the “Company”), at a purchase price of $3.00 5.80 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15087 shares. The rights of the Class Series A Common Preferred Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated December 3, 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 1,724,138 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2021, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) The minimum aggregate number of Securities sold of 172,414 shares has already been met. As of December 2, 2020 there is a total of 670,055 Series A Preferred Shares outstanding as part of this offering circular. (g) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Future Labs V, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.Aptera Motors Corp., a Delaware corporation (the “Company”), at a purchase price of $3.00 10.50 per share of Class A B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150210. The rights of the Class A Common Stock Securities are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-11479), as may be amended from time to time. .. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number value of Securities sold shall not exceed 25,000,000 $38,715,747 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Aptera Motors Corp)

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

Appears in 1 contract

Sources: Subscription Agreement (Future Pearl Labs, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock Public Safety Infrastructure Bonds (the “Bonds” or the “Securities”), of Next Thing Technology Knightscope, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 1,000 per share Bond, for the total number of Class A Common Stock (Bonds and the “Per Security Price”)aggregate subscription price set forth on the signature page hereof, upon the terms and conditions set forth herein. The minimum subscription is $1501,000. The rights of the Class A Common Stock Bonds are as set forth in the Restated Certificate of Incorporation, Indenture filed as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-12314), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number dollar amount of Securities sold shall not exceed 25,000,000 $10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Knightscope, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.Aptera Motors Corp., a Delaware corporation (the “Company”), at a purchase price of $3.00 10.50 per share of Class A B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000.00. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-11479), as may be amended from time to time. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number value of Securities sold shall not exceed 25,000,000 $38,715,747 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Aptera Motors Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the common stock (the “Securities” or “Common Stock”), of Next Thing Technology NeoVolta, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 1.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000. The rights of the Class A Common Stock are as set forth in the Restated Certificate Articles of Incorporation, filed as Exhibit 2.1 Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 3,000,000 or 3,500,000 if the Company exercises its over-subscription option to increase the maximum (the “Maximum Offering”). The Company may accept subscriptions until the termination of earliest of: (1) the date on which the Maximum Offering amount has been sold, (2) six months from the date the Offering Statement is qualified, or (3) the date on which this Offering is earlier terminated by the Company in accordance with its terms sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (NeoVolta Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Epilog Imaging Systems, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 1.40 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150250. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [November XX, 2020] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 3,571,429, excluding the 357,142 shares that may be issued as “Bonus Shares” (as defined in the Offering Circular) (the “Maximum Offering”). The Company may accept subscriptions until ______, 2020, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for $51,750 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Epilog Imaging Systems Inc.)

Subscription. (a) The undersigned (“Subscriber”) On the terms and subject to the conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue and sell to Subscriber, in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company, the Subscribed Shares at the Closing (as defined below) (such subscription and issuance, the “Subscription”). Notwithstanding anything to the contrary herein, in the event that the issuance of the Subscribed Shares to Subscriber would cause Subscriber or its affiliates to “beneficially own” (as such term is defined in Rules 13d-3 and 13d-5 under the Exchange Act of 1934 (as defined below)) more than 9.90% of the total number of issued and outstanding shares of Pubco Class A Common Stock at the closing of the Transaction (the “SecuritiesBeneficial Ownership Limitation”), of Next Thing Technology Inc.then, a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon on the terms and subject to the conditions set forth herein. The minimum subscription is $150. The rights hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue and sell to Subscriber, in consideration of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement payment of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part Purchase Price by or on behalf of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretionthe Closing, may allocate to Subscriber only (i) a portion of the number of Securities Shares such that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall would meet but not exceed 25,000,000 the Beneficial Ownership Limitation (the “Maximum OfferingBeneficially Owned Shares”), and (ii) a pre-funded warrant to purchase a number of Shares equal to the Subscribed Shares less the Beneficially Owned Shares, substantially in the form attached hereto as Exhibit A (the “Pre-Funded Warrant”). The Company may accept subscriptions until Beneficially Owned Shares and the termination of Shares underlying the Offering in accordance with its terms (Pre-Funded Warrant shall be considered “Subscribed Shares” hereunder and the Subscribed Shares and the Pre-Funded Warrant are collectively referred to herein as the “Termination DateSubscribed Securities). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Tlgy Acquisition Corp)

Subscription. (a) 1.1 The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase that number of Units as is set forth on the cover page of this Subscription Agreement at the price per Class A Common Stock (of Unit shown on the “Securities”)cover page of this Subscription Agreement, for the aggregate price shown on the cover page of Next Thing Technology Inc.this Subscription Agreement, a Delaware corporation (which is tendered herewith, on the “Company”), at a purchase price basis of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon representations and warranties and subject to the terms and conditions set forth hereinin this Subscription Agreement (collectively, the “Subscription”). The minimum subscription is $150. The rights of the Class A Common Stock Units are those described as set forth such in the Restated Certificate of IncorporationOffering Memorandum prepared by the Trust dated May 30, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC 2017 (the “Offering StatementMemorandum). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended and restated from time to time. By executing this Subscription Agreement as provided herein, . 1.2 The Subscriber acknowledges that the Units have been offered to the Subscriber has received access as part of an offering by the Trust of additional Units to other subscribers. 1.3 All dollar amounts referred to in this Subscription Agreement, copies including the schedules, appendices, certificates and attached hereto, are in lawful money of Canada, unless otherwise indicated. 1.4 Subject to the Offering Circular terms hereof, the Subscription will be effective upon its acceptance by the Trust. The Subscriber acknowledges and Offering Statement including exhibits thereto agrees that this Subscription Agreement and any other information required documents delivered in connection herewith will be held by or on behalf of the Trust, and that the aggregate price will be held by or on behalf of the Trust. In the event that this Subscription is not accepted by the Trust for whatever reason, which the Trust expressly reserves the right to do, the Trust will return the aggregate price to the Subscriber to make an investment decision. (c) The at the address of the Subscriber as set forth on the cover page of this Subscription Agreement, or as otherwise directed by the Subscriber’s subscription may be , without interest or deduction. If this Subscription is accepted or rejected in whole or only in part, at any time prior to the Subscriber understands that a Closing Date (as hereinafter defined), by cheque representing the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number aggregate price for that portion of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription the Subscription that is not accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned promptly delivered to the Subscriber at the address of the Subscriber as set forth on the cover page of this Subscription Agreement, or as otherwise directed by the Subscriber, without interest and all of Subscriber’s obligations hereunder shall terminateor deduction. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock Units (the “Securities”), of Next Thing Technology Inc.Wealthcasa Capital Fund, LP, a Delaware corporation Limited Partnership (the “Company”), at a purchase price of $3.00 5.00 per share of Class A Common Stock Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150100 for U.S. Persons. The rights and preferences of the Class A Common Stock Units are as set forth in the Restated Certificate of Incorporation, Limited Partnership Agreement filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Limited Partnership Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 15,000,000 Units (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Wealthcasa Capital Fund, LP)

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

Appears in 1 contract

Sources: Subscription Agreement (Gab AI Inc)

Subscription. (a) 1. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), Shares at a purchase price of $3.00 5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth Share in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to amount indicated on the Offering Statement of the Company filed signature page hereto. Simultaneously with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part execution of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular undersigned is paying and Offering Statement including exhibits thereto and any other information required by the Subscriber delivering to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretionthe address set forth below, may allocate the amount set forth on the signature page below, in the form of a check or wire transfer (the "Payment") payable to Subscriber only a portion "Comerica Bank, I.T. Technology Escrow Account" to be deposited with the Comerica Bank (the "Escrow Agent"). THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT BY EXECUTING AND DELIVERING THIS SUBSCRIPTION AGREEMENT ALONG WITH PAYMENT FOR THE AMOUNT OF SHARES SUBSCRIBED FOR HEREUNDER, THE UNDERSIGNED IS MAKING AN IRREVOCABLE COMMITMENT TO PURCHASE THE SHARES PURSUANT TO THE TERMS CONTAINED HEREIN AND IN THE PROSPECTUS. SUCH COMMITMENT BY THE UNDERSIGNED MAY NOT BE MODIFIED, REVOKE OR WITHDRAWN, NOR SHALL THE UNDERSIGNED BE ENTITLED TO THE RETURN OF ANY FUNDS TENDERED TO THE ESCROW AGENT, EXCEPT AS EXPRESSLY PURSUANT TO SECTION 2. PROVIDED HEREIN 2. The undersigned understands that the Payment will be held in escrow for his benefit by the Escrow Agent pursuant to the terms of the number Escrow Agreement (the "Escrow Agreement") dated as of Securities Subscriber has subscribed forMay ___, 2000 between the Company and the Escrow Agent. The Company offering period will notify Subscriber whether this subscription is accepted (whether in whole terminate on November __, 2000 which date may be extended or in part) or rejectedadvanced without notice to subscribers until not later than December __, 2000, by the mutual agreement of the Underwriter and the Company. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) The Payment will be returned to Subscriber without promptly, with any interest earned thereon less expenses associated with the Escrow Account, on the basis described in the Prospectus, in the event that for any reason the purchase and all sale of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall the Shares is not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the consummated within thirty days following termination of the Offering offering period (such date is hereinafter referred to as the Closing Date and shall in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offeringno event be later than December __, on various dates at or prior to the Termination Date (each a “Closing Date”). (e2000) In the event of rejection of this subscription in its entirety, or in the event that the sale of the Securities (or any portion thereof) undersigned"s subscription is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectrejected.

Appears in 1 contract

Sources: Subscription Agreement (I T Technology Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Inc.GATC Health Corp., a Delaware Wyoming corporation (the “Company”), at a purchase price of $3.00 5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150250. The rights of the Class A Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, Incorporation filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [September __, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a an applicable Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 12,217,600 shares of Common Stock (the “Maximum Offering”). The Company is offering up to 10,000,000 shares of Common Stock, plus up to 1,500,000 shares to be issued to investors who purchase 200,000 or more shares. Certain of the Company’s existing stockholders (collectively, the “Selling Stockholders”) are offering up to 624,000 shares of Common Stock, plus up to 93,600 shares to be issued to investors who purchase 200,000 or more shares. There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Gatc Health Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Eden Grow Systems Inc., a Delaware corporation Texas Corporation (the “Company”), at a purchase price of $3.00 1.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock are as set forth in the Restated Certificate Bylaws and any description of Incorporationthe Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. [It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.] (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,240,000 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms 12.31.2023 (the “Termination Date”). The Providing that subscriptions for 50,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement

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

Appears in 1 contract

Sources: Subscription Agreement (Future Pearl Labs, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock A-1 Membership Unit (the “Securities”), of Next Thing Technology Inc.Vernafund CF, LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $3.00 1,000 per share of Class A Common Stock A-1 Membership Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock A-1 Membership Units are as set forth in operating agreement and any description of the Restated Certificate Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,235 Units (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms August 3, 2023 (the “Termination Date”). The Providing that subscriptions for 25 Units received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Vernafund CF LLC)

Subscription. (a) 1. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), Shares at a purchase price of $3.00 5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth Share in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to amount indicated on the Offering Statement of the Company filed signature page hereto. Simultaneously with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part execution of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular undersigned is paying and Offering Statement including exhibits thereto and any other information required by the Subscriber delivering to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretionthe address set forth below, may allocate the amount set forth on the signature page below, in the form of a check or wire transfer (the "Payment") payable to Subscriber only a portion "Comerica Bank, I.T. Technology Escrow Account" to be deposited with the Comerica Bank (the "Escrow Agent"). THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT BY EXECUTING AND DELIVERING THIS SUBSCRIPTION AGREEMENT ALONG WITH PAYMENT FOR THE AMOUNT OF SHARES SUBSCRIBED FOR HEREUNDER, THE UNDERSIGNED IS MAKING AN IRREVOCABLE COMMITMENT TO PURCHASE THE SHARES PURSUANT TO THE TERMS CONTAINED HEREIN AND IN THE PROSPECTUS. SUCH COMMITMENT BY THE UNDERSIGNED MAY NOT BE MODIFIED, REVOKE OR WITHDRAWN, NOR SHALL THE UNDERSIGNED BE ENTITLED TO THE RETURN OF ANY FUNDS TENDERED TO THE ESCROW AGENT, EXCEPT AS EXPRESSLY PURSUANT TO SECTION 2. PROVIDED HEREIN 2. The undersigned understands that the Payment will be held in escrow for his benefit by the Escrow Agent pursuant to the terms of the number Escrow Agreement (the "Escrow Agreement") dated as of Securities Subscriber has subscribed forMay 1, 2000 between the Company and the Escrow Agent. The Company offering period will notify Subscriber whether this subscription is accepted (whether in whole terminate on December 4, 2000 which date may be extended or in part) or rejectedadvanced without notice to subscribers until not later than January 3, 2001, by the mutual agreement of the Underwriter and the Company. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) The Payment will be returned to Subscriber without promptly, with any interest earned thereon less expenses associated with the Escrow Account, on the basis described in the Prospectus, in the event that for any reason the purchase and all sale of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall the Shares is not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the consummated within thirty days following termination of the Offering offering period (such date is hereinafter referred to as the Closing Date and shall in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offeringno event be later than January 3, on various dates at or prior to the Termination Date (each a “Closing Date”). (e2001) In the event of rejection of this subscription in its entirety, or in the event that the sale of the Securities (or any portion thereof) undersigned"s subscription is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectrejected.

Appears in 1 contract

Sources: Subscription Agreement (I T Technology Inc)

Subscription. AMOUNT OF INVESTMENT: $____________________________________ (a) The undersigned (“SubscriberPurchaser”) hereby subscribes for and agrees to purchase Class A Common Stock become a holder (the SecuritiesNoteholder)) of promissory notes in CF FUND II, of Next Thing Technology Inc.LLC, a Delaware corporation Pennsylvania limited liability company (the “Company”), at a and to purchase price through his, her or its investment the amount of $3.00 per share of Class A Common Stock promissory notes (the Per Security PricePromissory Notes)) as indicated above, upon all in accordance with the terms and conditions set forth herein. The minimum subscription is $150. The rights of this Subscription Agreement, the Promissory Notes, the Articles of Organization (the “Articles”) and Operating Agreement (“Operating Agreement”) of the Class A Common Stock are as set forth in the Restated Certificate of IncorporationCompany, filed as Exhibit 2.1 to and the Offering Statement of the Company filed with the SEC Circular dated August 1, 2017 (the “Offering StatementCircular”). (b) Subscriber understands The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to become a Noteholder and to be bound by all the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part terms and conditions of the Offering Statement (SEC File NoPromissory Notes. [X])This subscription shall be binding on the heirs, as may be amended from time to time. By executing this Subscription Agreement as provided hereinexecutors, Subscriber acknowledges that Subscriber has received access to this Subscription Agreementadministrators, copies successors and assigns of the Offering Circular and Offering Statement including exhibits thereto and any other information required Purchaser. This subscription is not transferable or assignable by the Subscriber to make an investment decisionPurchaser, except as expressly provided in the terms and conditions of the actual Promissory Notes. (c) The Subscriber’s This subscription may be accepted or rejected in as a whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at in its sole and absolute 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 If this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriberthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Subscriber without interest and all the extent of Subscriber’s obligations hereunder such rejection. This subscription shall terminatebe binding on the Company only upon its acceptance of the same. (d) The aggregate number Neither the execution nor the acceptance of Securities sold shall not exceed 25,000,000 (this Subscription Agreement constitutes the “Maximum Offering”). The Company may accept subscriptions until the termination Purchaser as a Noteholder, shareholder or secured creditor of the Offering in accordance with its terms Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and the Purchaser will become a Noteholder (and not a shareholder or secured creditor) only after the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior Purchaser’s funds are duly transferred to the Termination Date (each a “Closing Date”).account of the Company and the Promissory Notes 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. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) 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, and the Promissory Notes. 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 to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the 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, that will allow the investor to purchase Promissory Notes. (f) Should the process from depositing a Purchaser’s funds into the account of the Company and acceptance as a Noteholder take longer than ninety (90) days, the Purchaser may request in writing to recover his, her or effectits investment funds. If, except for Section 5 hereofupon receipt of such request in writing, which shall remain in force the Company has not yet accepted the Purchaser as a Noteholder, then the Company will return the Purchaser’s funds to the Purchaser and effectrevoke the Subscription Agreement within ten (10) business days of receipt of such request from the Purchaser.

Appears in 1 contract

Sources: Subscription Agreement (Cf Fund Ii, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Planet Wealth, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 1.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth herein and in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). The minimum subscription is $300. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state of residence for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Planet Wealth, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the common stock (the “Securities” or “Common Stock”), of Next Thing Technology NeoVolta, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 1.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15025,000. The rights of the Class A Common Stock are as set forth in the Restated Certificate Articles of Incorporation, filed as Exhibit 2.1 Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 3,500,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of earliest of: (1) the date on which the Maximum Offering amount has been sold, (2) six months from the date the Offering Statement is qualified, or (3) the date on which this Offering is earlier terminated by the Company in accordance with its terms sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (NeoVolta Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees Subscriber is offering to purchase Class A Common Stock from the Company the number of Offered Shares set forth on the Subscriber Information Page hereto (the “SecuritiesSubscribed Shares”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon in accordance with the terms and conditions set forth hereinprovisions of this Agreement. The minimum subscription is $150. The rights of total consideration to be paid for the Class A Common Stock are Subscribed Shares as set forth in on the Restated Certificate Subscriber Information Page is referred to herein as the “Purchase Price.” The number of Incorporation, filed as Exhibit 2.1 Offered Shares set forth on the Subscriber Information Page hereto shall be an amount equal to the Offering Statement quotient of the Company filed with Purchase Price divided by the SEC (Per Share Purchase Price; provided, if such an amount is not a whole number, the “Offering Statement”)undersigned Subscriber shall decrease the Purchase Price in such an amount necessary to yield the nearest whole number of Subscribed Shares. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The undersigned Subscriber’s subscription may be accepted or rejected rejected, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion, for any or no reason whatsoever. Upon If the expiration of the period specified in undersigned Subscriber’s state for notice filings before sales may be made in such state, if any, subscription documents are returned to it (and 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 undersigned Subscriber’s subscription is rejectedrejected by the Company in its entirety), Subscriber’s payment this Agreement shall thereafter be of no force or effect. (c) The obligations of the undersigned Subscriber to purchase and pay for the Subscribed Shares, and of the Company to sell the Subscribed Shares, are subject to the satisfaction at or portion thereof if partially rejected) will prior to the respective closing therefor of the following conditions precedent: the representations and warranties of the Company contained in the Form C and Section 5 hereof, and of the undersigned Subscriber contained in Section 6 hereof, shall be returned to Subscriber without interest true and correct as of such closing in all respects with the same effect as though such representations and warranties had been made as of Subscriber’s obligations hereunder shall terminatesuch closing. (d) The aggregate number Company will use the proceeds of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Offered Shares for funding development, expansion, and growth initiatives, marketing expenses, executive and employee compensation, attraction and retention of key employees, advisors, and consultants, and for general working capital purposes, employee and service provider compensation, vendor service costs and expenses, and costs and fees incurred in connection with this Offering (or any portion thereof) is not consummated for any reasonincluding without limitation legal, this Subscription Agreement shall have no force or effectfinancial, except for Section 5 hereofand tax counsel, which shall remain representation, and related services), and as further set forth in force and effect.the Form C.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Eden Grow Systems Inc., a Delaware corporation Texas Corporation (the “Company”), at a purchase price of $3.00 1.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock are as set forth in the Restated Certificate Bylaws and any description of Incorporationthe Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. [It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.] (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,240,000 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms March 31, 2025 (the “Termination Date”). The Providing that subscriptions for 50,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Series B Preferred Stock (the “Securities”), of Next Thing Technology Inc.6d bytes, inc. dba Blendid, a Delaware corporation (the “Company”), at a purchase price of $3.00 2.22 per share of Class A Common Stock Series B Preferred Share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150999. The rights Series B Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock, issuable upon conversion of the Class A Common Series B Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Securities are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 24,774,774 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (6d Bytes Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Inc.WFTP Ventures Inc, a Delaware corporation (the “Company”), at a purchase price of $3.00 10 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501000. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, Incorporation filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-12399), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 3,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (WFTP Ventures Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the number of Shares of Common Stock (the “Securities”), of Next Thing Technology Inc.PHOENIX REALTY, INC., a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $3.00 2 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock Securities are as set forth in the Restated Company’s amended and restated Certificate of IncorporationIncorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities to be sold shall not exceed 25,000,000 (the “Maximum Offering”)in this Offering is 10,000,000 shares of Common Stock. The Company may accept subscriptions until twelve months from the termination effective date of this Offering as provided in the Offering in accordance with its terms Circular or the decision by the Company management to deem the offering closed (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Phoenix Realty, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Stock, no par value (the “Securities”), of Next Thing Technology Olive Tree People Inc., a Delaware California corporation (the “Company”), at a purchase price of $3.00 1.25 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. 750.00 The rights of the Class A Common Stock are as set forth in the Restated Certificate Article of Incorporation, as amended, filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 12,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Olive Tree People Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock membership interests (the “Securities”), of Next Thing Technology Inc.The Baroness CLT, a Series of Mansion Collection I LLC, a registered series of a Delaware corporation series limited liability company, (the “Company”), at a purchase price of $3.00 9.00 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationMansion Collection I LLC and the respective series designation, filed as Exhibit 2.1 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated September 27, 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 88,834 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Providing that subscriptions for 78,599 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class the Series A Common Preferred Stock (the “Securities”), of Next Thing Technology Inc.Oncolyze, Inc, a Delaware corporation (the “Company”), at a purchase price of $3.00 3.2063 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150496.98. The rights of the Class Series A Common Preferred Stock are as set forth in the Amended and Restated Certificate of Incorporation, Incorporation filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated February [__], 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. 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) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 5,146,119 shares of Series A Preferred Stock (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).

Appears in 1 contract

Sources: Subscription Agreement (Oncolyze, Inc.)

Subscription. 3.1 Subject to the fulfilment or waiver (if applicable) of the Conditions, the Subscriber shall subscribe for, and the Company shall allot and issue, the Subscription Shares to the Subscriber at the Subscription Price. The Subscription Shares shall rank pari passu in all respects with the existing Class B Redeemable Ordinary Shares (if any) in issue as at the date of allotment of the Subscription Shares. 3.2 The Subscription Price shall be US$16.032 per Subscription Share such that the total Subscription Price for the Subscription Shares shall be the amount of US$800,000 (the “Subscription Monies”) which shall be payable by the Subscriber to the Company in the following manner: (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”)US$500,000, of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights being part of the Class A Common Stock are as set forth in Subscription Monies, shall be payable by the Restated Certificate of Incorporation, filed as Exhibit 2.1 Subscriber to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).upon Completion; (b) Subscriber understands that the Securities are US$250,000, being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X])Subscription Monies, as may shall be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required payable by the Subscriber to make an investment decision.the Company on the 1st Subsequent Payment Date, subject to the Company concurrently placing US$80,000 in clear funds into the Joint Managed Account; and (c) The Subscriber’s subscription US$50,000, being balance of the Subscription Monies, shall be payable by the Subscriber to the Company on the 2nd Subsequent Payment Date, subject to the Company concurrently placing US$140,000 in clear funds into the Joint Managed Account. For the avoidance of doubt, in the event that the Company does not concurrently place the requisite amount under Clause 3.2(b) or Clause 3.2(c) (as the case may be accepted be), the Subscriber shall have no obligation to pay the relevant part of the Subscription Monies on the 1st Subsequent Payment Date or rejected in whole or in part, at any time prior to a Closing the 2nd Subsequent Payment 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 case may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”be). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Hong Kong Pharma Digital Technology Holdings LTD)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology RemSleep Holdings, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 0.005 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC U.S. Securities and Exchange Commission (the “SEC”) as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities the Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 25,000,000 600 million (600,000,000) shares of common stock (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (RemSleep Holdings Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock A-1 Membership Unit (the “Securities”), of Next Thing Technology Inc.Vernafund CF, LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $3.00 2,500 per share of Class A Common Stock A-1 Membership Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock A-1 Membership Units are as set forth in operating agreement and any description of the Restated Certificate Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,235 Units (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms August 3, 2023 (the “Termination Date”). The Providing that subscriptions for 25 Units received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Vernafund CF LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 6.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150498. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-12260), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The Company is up to 10,000,000 shares of Class A Common Stock, consisting of 8,560,000 shares of Class A Common Stock sold by the Company and 1,440,000 shares of Class A Common Stock sold by selling shareholders, plus up to 2,000,000 shares of Class A Common Stock to be issued as bonus shares by the Company. The aggregate number of Securities sold issued shall not exceed 25,000,000 12,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Next Thing Technologies, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A B Non-Voting Common Stock (the “Securities”), of Next Thing Technology ModVans Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 {{share_price}} per share of Class A B Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The There is no minimum subscription is $150subscription. The rights and preferences of the Class A B Non-Voting Common Stock are as set forth in the Restated Certificate of IncorporationIncorporation of the Company, filed 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinsubscribing to the Offering, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) . The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) . The aggregate number of Securities sold shall not exceed 25,000,000 {{maximum_offering_shares}} (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) . In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (ModVans Inc.)

Subscription. On the terms set forth herein, Subscriber hereby subscribes for up to $200 million principal amount (the "Subscription Amount") of Subordinated Debentures substantially in the form attached as Exhibit A, at a price of $1,000 per $1,000 principal amount of Subordinated Debentures at the time the subscription is called in whole or in part ("Subscription Price"). The parties acknowledge and agree that the Subscription Amount will be used first, to repay Homestead's obligations under the Credit Agreement and second, to the extent necessary, to fund projects under development which are Mortgaged Properties (as defined in the Credit Agreement). Subscriber hereby agrees that this subscription is and shall be irrevocable and shall survive and shall not be affected by the subsequent dissolution, bankruptcy or insolvency of Homestead, or any defenses, counterclaims or setoffs which Subscriber may at any time have against Homestead, but that the obligations hereunder will terminate if (a) The undersigned (“Subscriber”) hereby subscribes Homestead or the Agent does not call the subscription or any part of it for and agrees to purchase Class A Common Stock (the “Securities”)any reason by June 30, of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). 1999 or (b) 14 days after the Credit Agreement is terminated. Subscriber understands acknowledges that the Securities are being offered pursuant Homestead is not obligated to an offering circular (the “Offering Circular”) filed with the SEC as call all or any part of the Offering Statement Subscription Amount. In addition, Subscriber's obligation to fund the Subscription Amount will be reduced or terminated to the extent Homestead (SEC File No. [X])i) issues equity securities, including Shares, to any third party (or to Subscriber pursuant to a separate offering) before June 30, 1999, as may be amended provided in Section 9, and (ii) uses the proceeds thereof to pay down its obligations under the Credit Agreement by the amount of net proceeds received by Homestead from time the sale of equity securities and any remaining net proceeds to timefund projects under development which are Mortgaged Properties (as defined in the Credit Agreement). By executing this Subscription Agreement as provided herein, Subscriber acknowledges and agrees that Subscriber has received access any issuance of convertible subordinated debentures in a private offering managed by ▇▇▇▇▇▇▇ ▇▇▇▇▇, the proceeds of which will be used to purchase convertible mortgages of Homestead, shall not reduce or terminate Subscriber's subscription obligation hereunder. As of the date of this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole no knowledge of any claims or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateoffsets against Homestead. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Homestead Village Inc)

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), Shares upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of aggregate purchase price for the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 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. (b) The Subscriber understands that the Securities Shares are being offered pursuant to an offering circular the Company’s Offering Circular, dated January 8, 2020, and its exhibits (collectively, the “Offering Circular”) as filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeSEC. By executing this Subscription Agreement as provided hereinsubscribing to the Offering, the Subscriber acknowledges that the Subscriber has received access to this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decisiondecision with respect to the Shares. After the Offering Circular has been qualified by the SEC, The Bryn Mawr Trust Company of Delaware, appointed by the Company as escrow agent for the Offering (the “Escrow Agent”), will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) 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. 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 and absolute discretion, may allocate to the Subscriber only a portion of the number of Securities the Shares that the Subscriber has subscribed forfor hereunder. The Company will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect, and investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom. (d) The Company may close on investments on a “rolling” basis at its discretion. Funds will remain in escrow until a Closing has occurred. Upon a Closing, the Escrow Agent will release the funds to the Company. In the event that the Offering does not close by the Termination Date, any funds tendered will be promptly returned by the Escrow Agent, without interest or deduction.

Appears in 1 contract

Sources: Series C Preferred Stock Subscription Agreement (20/20 GeneSystems, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc.Cytonics Corporation, a Delaware corporation Florida Corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150500. The rights of the Class A Common Stock are as set forth in the Restated Certificate Articles of Incorporation, as amended and filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.50% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-12533), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 6,666,667 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Providing that subscriptions for 167 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 offering for such subscriptions submitted prior to the Termination Date on various dates (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Sources: Subscription Agreement (Cytonics Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Units reflecting membership interests (the “Securities”), of Next Thing Technology Inc.[SERIES NAME], a Series of Mission Property Holdings LLC, a protected series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $3.00 [_] per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationMission Property Holdings LLC and the respective series designation, filed as Exhibit 2.1 Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 $[_] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Mission Property Holdings LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Legion M Entertainment, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $3.00 2.10 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 to amended, and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such documents. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations with respect to such rejected amounts hereunder shall terminate. (d) The aggregate number value of Securities sold shall not exceed 25,000,000 $3,750,000 not including investor fees (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms April 30, 2025 (the “Termination Date”). The Providing that subscriptions for $25,000 worth of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) Subscriber understands that a processing fee of 3.0% of the value of the Securities will be assessed on the Subscription for investments of less than $1,000. This processing fee shall count towards the per investor limit set out in Section 4(e) below. (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, except heirs, successors and assigns (collectively, “Transferees”); provided that for Section 5 hereofany such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall remain in force be acknowledge, agree, and effectbe bound by the representations and warranties of Subscriber as set forth herein and the terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.Aptera Motors Corp., a Delaware corporation (the “Company”), at a purchase price of $3.00 $ 10.50 per share of Class A B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150210.00. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-11479), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 $39,352,814 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Inc.Wireless Electrical GRID LAN, WiGL Inc. a Delaware Virginia corporation (the “Company”), at a purchase price of $3.00 1.58 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate Articles of Incorporation, Incorporation and the Articles of Amendment to the Articles of Incorporation and filed as Exhibit 2.1 exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [November XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 32,012,195, excluding the 14,240,506 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 ______, 2024, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for $10,350 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Wireless Electrical Grid LAN, WiGL, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A B Non-Voting Common Stock (the “Securities”), of Next Thing Technology ModVans Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 0.50 per share of Class A B Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase per investor is $150500; provided, however, that we may accept subscriptions for less than this amount in our discretion. The rights and preferences of the Class A B Non-Voting Common Stock are as set forth in the Restated Certificate of IncorporationIncorporation of the Company, filed 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 December 7, 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinsubscribing to the Offering, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) . The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) . The aggregate number of Securities sold shall not exceed 25,000,000 150,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) . In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (ModVans Inc.)

Subscription. (a1) The undersigned (“Subscriber”) Subject to the conditions to closing set forth herein, each Purchaser hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Securities for the aggregate purchase price set forth on the signature page of such Purchaser hereto (the “SecuritiesSubscription Amount”). The Securities to be issued to a Purchaser hereunder shall consist of (i) Shares in an amount equal to the quotient of (x) the Subscription Amount, divided by (y) the Offering Price, rounded down to the nearest whole number, and (ii) a Warrant to purchase such number of shares of Common Stock to be determined based on a ratio of one (1) share of Common Stock for every three and one-third (3-1/3) (the “Warrant Fraction”) Shares purchased hereunder, rounded down to the nearest whole number. The Company shall allocate the Subscription Amount between the Shares and the Warrants prior to the Closing (as defined below) and provide notice to the Purchasers of such allocation. (2) For purposes of this Agreement, the “Offering Price” shall be $1.72, which shall be the sum of (i) the price per Share to be paid by the Purchasers, which shall equal or exceed the last closing bid price of the Common Stock prior to the entering into of this Agreement, plus (ii) the price for the portion of the Warrant relating to such Share to be paid by the Purchasers, which shall be $0.125 multiplied by the Warrant Fraction. The aggregate Offering Price to be paid by a Purchaser shall be rounded up to the nearest whole cent. (3) As soon as possible, but no later than three (3) business days after the date of this Agreement, the Company shall hold the closing of the Offering (the “Closing” and the date of the Closing, the “Closing Date”). Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount, by wire transfer to such escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be held in the manner described in Paragraph (4) below. There is a $9 million minimum subscription amount required for the Closing. (4) All payments for Securities made by the Purchasers will be deposited as soon as practicable for the undersigned’s benefit in an escrow account. Payments for Securities made by the Purchasers will be returned promptly, prior to the Closing, without interest or deduction, if, or to the extent, the undersigned’s subscription is rejected or the Offering is terminated for any reason. (5) Upon receipt by the Company of the requisite payment for all Securities to be purchased by the Purchasers whose subscriptions are accepted, the Company shall, at the Closing and as a condition thereof: (i) issue to each Purchaser a Warrant to purchase such number of shares of Common Stock calculated in accordance with Paragraph (1) above; (ii) deliver to the Purchasers and to O▇▇▇▇▇▇▇▇▇▇ & Co. Inc., the placement agent for the Offering (the “Placement Agent”), a certificate stating that the representations and warranties made by the Company in Section C of Next Thing Technology Inc.this Agreement were true and correct in all respects when made and are true and correct in all respects on the date of the Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of the Closing Date (provided, however, that representations and warranties that speak as of a Delaware corporation specific date shall continue to be true and correct as of the Closing with respect to such date); and (iii) cause to be delivered to the “Company”)Placement Agent and the Purchasers an opinion of Skadden, at a purchase price Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP substantially in the form of $3.00 per share Exhibit A hereto and reasonably acceptable to counsel for the Placement Agent. At the closing or as promptly after the Closing as is practicable, the Company shall issue to each Purchaser stock certificates representing the shares of Class A Common Stock purchased at the Closing under this Agreement. (6) Each Purchaser acknowledges and agrees that this Agreement shall be binding upon such Purchaser upon the “Per Security Price”)execution and delivery to the Company, upon in care of the Placement Agent, of such Purchaser’s signed counterpart signature page to this Agreement unless and until the Company or the Placement Agent shall reject the subscription being made hereby by such Purchaser. (7) Each Purchaser agrees that each of the Company and the Placement Agent may reduce such Purchaser’s subscription with respect to the number of Shares and Warrants to be purchased without any prior notice or further consent by such Purchaser. If such a reduction occurs, the part of the Subscription Amount attributable to the reduction shall be promptly returned, without interest or deduction. (8) Each Purchaser acknowledges and agrees that the purchase of Shares and Warrants by such Purchaser pursuant to the Offering is subject to all the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)this Agreement. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Securities Purchase Agreement (Genelabs Technologies Inc /Ca)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class Series A Common Preferred Stock (the “Securities”), of Next Thing Technology Inc.ERC Homebuilders, Inc. a Delaware corporation Corporation (the “Company”), at a purchase price of $3.00 indicated on the signature page per share of Class Series A Common Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class Series A Common Preferred Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement Certificate of Designations and the Company filed with the SEC (the “Offering Statement”)bylaws. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto PPM posted on the platform and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 30,000,000 (the “Maximum Offering”). The Company may accept subscriptions until June 30, 2020, unless otherwise extended by the termination of the Offering Company in accordance with its terms sole discretion (the “Termination Date”). There is no minimum offering amount required. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock membership interests, which we refer to herein as shares (the “Securities”)) of Common Stock, a Series of Next Thing Technology NextMart, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 0.10 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1505,000, or 50,000 shares. The rights and preferences of the Class A Common Stock shares are as set forth in the Restated Certificate Corporation Agreement of IncorporationNextMart, filed Inc. dated March 22, 2023, as Exhibit 2.1 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 March 22, 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinsubscribing to the Offering, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Administrative Manager the power of attorney described therein). (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 $20,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (NextMart Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Piestro, Inc. (f/k/a Future Labs VI, Inc.), a Delaware corporation (the “Company”), at a purchase price of $3.00 2.56 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150391 shares. The rights of the Class A Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated February [_], 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 1,953,125 shares, plus up to 585,938 “Bonus Shares” as defined in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Sources: Subscription Agreement (Piestro, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock Stock, $0.001 par value (the “Securities”), of Next Thing Technology Inc., LQR House Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 1.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Company’s Certificate of Incorporation, as amended, filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE]__, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a an applicable Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 20,000,000 shares of Common Stock (the “Maximum Offering”), the Company is offering up to 17,000,000 shares of Common Stock. The Certain of the Company’s existing stockholders (collectively, the “Selling Stockholders”) are offering up to 3,000,000 shares of Common Stock. There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (LQR House Inc.)

Subscription. (a) 2.1 The undersigned (“Subscriber”) hereby subscribes Units being subscribed for and agrees hereunder form part of a larger offering of up to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), 6,250,000 Units at a purchase price of $3.00 0.40 per share Unit, for gross aggregate proceeds of Class A Common Stock (up to $2,500,000. The Units are being offered for sale on a best efforts agency basis by the “Per Security Price”)Agent, upon acting as agent, pursuant to the terms of the Agency Agreement. The Subscriber understands that the Units subscribed for will be purchased from the Issuer by the Subscriber and not from the Agent. 2.2 The completion of the Private Placement is not subject to the completion of any minimum aggregate offering or any closing condition other than as set forth herein and in the Agency Agreement. 2.3 Subject to section 7 of this Agreement, the Subscriber hereby confirms its irrevocable subscription for the Units from the Issuer, on and subject to the terms and conditions set forth out in this Agreement, for the Aggregate Subscription Price which is payable as described herein. The minimum subscription is $150. The rights Subscriber acknowledges (on its own behalf and, including if applicable, on behalf of each Disclosed Principal) that upon acceptance by the Issuer of this Agreement, this Agreement will constitute a binding obligation of the Class A Common Stock are Subscriber (including if applicable, each Disclosed Principal) subject to the terms and conditions contained herein. 2.4 The Issuer may, in its absolute discretion, accept or reject the Subscriber’s subscription for Units as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at and the Issuer reserves the right to allot to the Subscriber less than the amount of Units subscribed for under this Agreement. If this subscription is rejected in whole, any time prior cheques or other forms of payment delivered to a Closing Date (as hereinafter defined), by the Company at its sole discretionAgent representing the Aggregate Subscription Price will be promptly returned to the Subscriber without interest or deduction. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether If this subscription is accepted (whether in whole or only in part) or rejected. If Subscriber’s , a cheque representing any refund of the Aggregate Subscription Price for that portion of the subscription for the Units which is rejectednot accepted, Subscriber’s payment (or portion thereof if partially rejected) will be returned promptly delivered to the Subscriber without interest or deduction. The Subscriber acknowledges and agrees that the acceptance of this Agreement will be conditional upon, among other things, the sale of the Units to the Subscriber being exempt from any prospectus and offering memorandum requirements of applicable Securities Laws and the equivalent provisions of securities laws of any other applicable jurisdiction and, to the extent possible, the Subscriber agrees to furnish the Issuer with all of Subscriber’s obligations hereunder shall terminateinformation that is reasonably necessary to confirm same. (d) 2.5 The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination Agent is hereby authorized, on behalf of the Offering Subscriber (and, if applicable on behalf of others for whom it is contracting hereunder), to deliver this Agreement and any other documents required to be delivered in connection herewith to the Issuer on or before the Closing and to pay to the Issuer, on behalf of the Subscriber, an amount equal to the subscription price for the Units subscribed for hereunder (net of the applicable cash commission and other amounts payable to the Agent in accordance with its terms (the “Termination Date”Agency Agreement). 2.6 The Private Placement is not, and under no circumstance is to be construed as, a public offering of the Securities. The Company may elect at Private Placement is not being made, and this subscription does not constitute an offer to sell or the solicitation of an offer to buy the Securities in any time jurisdiction where, or to close all any person whom, it is unlawful to make such an offer or solicitation. 2.7 The issue of the Units will not restrict or prevent the Issuer from obtaining any portion of this offeringother financing or from issuing additional securities or rights. 2.8 The Issuer will use its commercially reasonable best efforts to, on various dates at or prior to the Termination Date (each a “date which is 30 days following the Closing Date”), file the Registration Statement with the SEC and to have the Registration Statement declared effective by the SEC as soon as practicable and in any event, not later than 120 days following the Closing Date. (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (IntelGenx Technologies Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology Inc.Global Health Solutions, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 11.26 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150990.88. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 1,332,149 (the “Maximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Global Health Solutions, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock membership interests (the “Securities”), of Next Thing Technology Inc.Ark7 Properties LLC - Series #MHQNN, a registered series of a Delaware corporation series limited liability company, (the “Company”), at a purchase price of $3.00 940 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationArk7 Properties LLC and the respective series designation, filed as Exhibit 2.1 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 $317,720 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The There is no minimum offering condition, and the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Ark7 Properties LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Wing Zone Labs, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 5.61 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15089 shares of Common Stock. The rights of the Class A Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed Incorporation included as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2022] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 2,139,037 shares, composed of up to 1,782,531 shares sold for cash consideration and up to 356,506 issued as “Bonus Shares” as defined in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until ______, 2023, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 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 (Wing Zone Labs, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common the Series B Preferred Stock (the “Securities”), of Next Thing Technology Monogram Orthopaedics, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 6.27 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15040 shares. The rights of the Class A Common Series B Preferred Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated August [XX], 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 4,784,689 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2021, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Monogram Orthopaedics Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the number of Shares of Common Stock (the “Securities”), of Next Thing Technology Inc.Buy Smart Storage Solutions, Corp., a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $3.00 1,000 per share of Class A Common Stock note (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock Securities are as set forth in the Restated Company’s amended and restated Certificate of IncorporationIncorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 5,000 (the “Maximum Offering”). The Company may accept subscriptions until May 31, 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Providing that subscriptions for 221 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Buy Smart Storage Solutions Corp)

Subscription. (a) The undersigned (“Subscriber”) undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”)from ▇▇▇▇▇▇ International, of Next Thing Technology Inc., a Delaware Maryland corporation (the “Company”), the number of shares of Series A Preferred Stock (“Series A Preferred Shares”) of the Company, par value $.001 per share, (the “Preferred Stock”) set forth on the signature page hereof, at a purchase price (the “Purchase Price”) equal to $1,000.00 per share. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Agreement, the Registration Rights Agreement, of $3.00 per share even date herewith (the “Registration Rights Agreement”), the Warrant, of Class A Common even date herewith (the “Warrant”) and the Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock (the “Per Security PriceArticles Supplementary”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 relating to the Offering Statement of the Company filed with the SEC an offering (the “Offering StatementOffering”) of up to 15,000 shares of Series A Preferred Shares (the aggregate number of shares sold pursuant to this Agreement is herein referred to as the “Shares”). The undersigned acknowledges that Sheridan Road Capital LLC will receive 7% of the proceeds of all Series A Preferred Shares sold by them in the Offering. (b) Subscriber understands that Subscription payments should be made payable to “▇▇▇▇▇▇ International, Inc.,” and should be delivered, together with two executed and properly completed copies of this Agreement. If the Securities are being offered pursuant to an offering circular (subscription is not accepted in whole or in part by the “Offering Circular”) filed with Company, the SEC as part of the Offering Statement (SEC File No. [X])full or ratable amount, as the case may be, of any subscription payment received will be amended from time promptly refunded to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decisionsubscriber without deduction therefrom or interest thereon. (c) The Subscriber’s If this subscription may be is accepted or rejected by the Company, in whole or in part, at any time prior and subject to a Closing Date (as hereinafter defined)the conditions set forth in Section 2 of this Agreement, by the Company at its sole discretion. Upon shall deliver to the expiration undersigned the Shares subscribed for hereby, dated the date of the period specified in Subscriber’s state for notice filings before sales may be made in such stateClosing, if any, the subscription may no longer be revoked at the option and a fully executed copy of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateAgreement. (d) The aggregate number of Securities sold shall undersigned may not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all withdraw this subscription or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)amount paid pursuant thereto except as otherwise provided below. (e) In the event of rejection of this subscription in its entirety, or If any other purchaser in the event Offering obtains more favorable terms from the sale Company than those obtained by the undersigned, the Company hereby agrees to amend the relevant documents to provide the same terms to the undersigned. (f) If and when a closing of the Securities Offering (or any portion thereof“Closing”) is not consummated occurs, the Company will issue to the undersigned Warrants for any reasonthe purchase of 250 shares of common stock of the Company, this Subscription Agreement shall have par value $.001 per share (“Common Stock”), for every Series A Preferred Share purchased by the undersigned. The Company will issue to the undersigned additional Warrants for the purchase of 150 shares of Common Stock for every Series A Preferred Share purchased by the undersigned if, but only if, (i) the Closing occurs, and (ii) the Company fails to replace General Electric Capital Corporation (“GECC”) with another senior creditor no force or effectlater than June 30, except for Section 5 hereof, which shall remain in force and effect2007.

Appears in 1 contract

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

Subscription. (a) The undersigned investor (“Subscriber”) hereby subscribes for and agrees to purchase Class shares of Series A Common Preferred Stock (the “Securities”), of Next Thing Technology ManeGain, Inc., a Delaware Texas corporation (the “Company”), at a purchase price of $3.00 5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription number of shares that may be purchased hereunder is $150200. The rights and preferences of the Class Series A Common Preferred Stock are as set forth in the Restated Certificate of IncorporationDesignation of Series A Preferred Stock of the Company and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) Subscriber acknowledges that Subscriber has received this Subscription Agreement, filed as Exhibit 2.1 to a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”)1,000,000. The Company may accept subscriptions until one year after the termination qualification of the Offering in accordance with its terms Statement (the “Termination Date”), provided the Minimum Offering has been received prior to one hundred eighty days after the qualification of the Offering Statement. The Providing that subscriptions for 100,000 Securities are received prior to the date that is one hundred eighty days after the qualification of the Offering Statement (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (ManeGain, Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “SecuritiesStock”) of Good Works Film LLC. (the “Issuer”), a Limited Liability Company, organized under the state of Next Thing Technology Inc.California, a Delaware corporation (for the “Company”), at a purchase price principal amount of $3.00 per share of Class A Common Stock (the “Per Security Price”)$ , upon the terms and conditions set forth herein. The minimum subscription is $150. Securities being subscribed, under this Offering Agreement herein, to a security interest through the purchase of Common Stock (“Stock”), also referred to as the “Securities.” The rights and preferences of the Class A Common Stock Securities are as set forth in the Restated Certificate Issuer’s Articles or Bylaws and any description of Incorporation, filed as Exhibit 2.1 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. b. By executing this Subscription Agreement as provided hereinOffering Agreement, Subscriber acknowledges that Subscriber has received access to this Subscription Offering Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto Memorandum of the Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription c. This Subscription may be accepted or rejected in whole or in part, part at any time prior to a Closing Date (as hereinafter defined), ) by the Company Issuer (also referred to as a Creator) at its sole discretion. 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 Issuer will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest interest, and all of Subscriber’s obligations hereunder shall terminate. (d) d. The aggregate number principal amount of Securities sold shall not exceed 25,000,000 $500,000.00 (the “Maximum Offering”). The Company Issuer may accept subscriptions until the termination of the Offering in accordance with its terms December 31, 2022 (the “Termination Date”). The Company Providing that subscriptions for $300,000.00 Securities are received (the “Target Offering”), the Issuer may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing Date”). (e) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Offering Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Offering Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Nonvoting Common Stock Stock, par value $0.0001 (the “Securities”), of Next Thing Technology CalTier, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 6.50 per share of Class A Nonvoting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Nonvoting Common Stock are as set forth in the Restated Company’s Certificate of IncorporationIncorporation and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 100,000 (the “Maximum Oversubscription Offering”). The Company may accept Providing that subscriptions until the termination of the Offering in accordance with its terms for 100 Securities are received by June 30, 2023 (the “Termination DateTarget 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 termination of the offering (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology Planet Resource Recovery, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 0.005 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed 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 August 2, 2022 and qualified on [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 One Billion 1,000,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of “Termination Date” (as defined below), unless otherwise extended by the Offering 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 terms sole discretion, determines to terminate the offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Planet Resource Recovery, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Non-Voting Common Stock (the “Securities”), of Next Thing Technology CalTier, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 6.75 per share of Class A Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150189.00, or 28 shares. The rights of the Class A Non-Voting Common Stock are as set forth in the Restated Company’s Certificate of Incorporation, Incorporation filed as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X_]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 444,444 (the “Maximum Offering”). This does not include shares that may be issued as “Bonus Shares” as described in the Offering Statement for no additional consideration. The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (CalTier, Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “SecuritiesStock”) of Wholly Broken Series LLC. (the “Issuer”), a Limited Liability Company, organized under the state of Next Thing Technology Inc.New York, a Delaware corporation (for the “Company”), at a purchase price principal amount of $3.00 per share of Class A Common Stock (the “Per Security Price”)$ , upon the terms and conditions set forth herein. The minimum subscription is $150. Securities being subscribed, under this Offering Agreement herein, to a security interest through the purchase of Common Stock (“Stock”), also referred to as the “Securities.” The rights and preferences of the Class A Common Stock Securities are as set forth in the Restated Certificate Issuer’s Articles or Bylaws and any description of Incorporation, filed as Exhibit 2.1 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. b. By executing this Subscription Agreement as provided hereinOffering Agreement, Subscriber acknowledges that Subscriber has received access to this Subscription Offering Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto Memorandum of the Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription c. This Subscription may be accepted or rejected in whole or in part, part at any time prior to a Closing Date (as hereinafter defined), ) by the Company Issuer (also referred to as a Creator) at its sole discretion. 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 Issuer will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest interest, and all of Subscriber’s obligations hereunder shall terminate. (d) d. The aggregate number principal amount of Securities sold shall not exceed 25,000,000 $4,300,000.00 (the “Maximum Offering”). The Company Issuer may accept subscriptions until the termination of the Offering in accordance with its terms September 30, 2023 (the “Termination Date”). The Company Providing that subscriptions for $430,000.00 Securities are received (the “Target Offering”), the Issuer may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing Date”). (e) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Offering Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Offering Agreement

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, the Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (contribute to the “Securities”), capital of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a Company an amount in cash equal to the amount of the aggregate purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporationaccompanying Subscriber Profile, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC attached hereto (the “Offering StatementAggregate Purchase Price)) and further agrees to be bound by the terms of this Subscription Agreement. The accompanying Subscriber Profile shall be considered an integral part of this Subscription Agreement. The Aggregate Purchase Price shall be payable in immediately available funds to such accounts as are designated by the Board. If a Subscriber’s subscription is accepted, the Subscriber will be required to fund the full Subscription Amount set forth in the attached Subscriber Profile. The Board will notify the prospective Subscriber whether it is eligible to subscribe for Units, and will provide wiring instructions for payment of the foregoing amounts. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this This Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. shall not become binding unless (ci) The Subscriber’s subscription may be accepted or 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 by the Company’s Board (whether in whole or in partthe “Board”), on behalf of the Company as indicated by its signature on this Subscription Agreement; and (ii) or rejectedsuch additional closing conditions as the Board shall require are satisfied. This subscription shall not be deemed accepted by the Company until this Subscription Agreement is signed by a duly authorized person of the Board. If Subscriber’s this subscription is rejectedaccepted, this Subscription Agreement shall become effective as between the Company and the Subscriber’s payment . If this subscription is rejected by the Board on behalf of the Company, this Subscription Agreement and the Questionnaire (or portion thereof if partially rejectedas that term is defined below) will be returned to the Subscriber without interest as soon as reasonably practicable, and all this subscription shall be rendered void and of Subscriber’s obligations hereunder shall terminate. (d) no further force or effect. The aggregate number Subscriber hereby agrees that, notwithstanding the execution by the Subscriber of Securities sold a counterpart of this Subscription Agreement, the Subscriber shall not exceed 25,000,000 be a stockholder (a “Stockholder”) in the “Maximum Offering”). The Company may accept subscriptions until this subscription has been accepted by the Board on behalf of the Company as provided in Section 2 hereof, and the Units to be acquired by the Subscriber shall not be transferred to the Stockholder unless and until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection acceptance of this subscription in its entirety, or in by the event the sale Board on behalf of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Company as provided in Section 5 2 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (InfoSonics Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock B Units (the “Securities”), of Next Thing Technology Inc.Solaris Renewable Equity A, LLC, a Delaware corporation Colorado limited liability company (the “Company”), at a purchase price of $3.00 10 per share of Class A Common Stock B Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock B Units are as set forth in the Restated Certificate Company’s Operating Agreement and any description of Incorporationthe Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (SEC, the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Operating Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number value of Securities sold shall not exceed 25,000,000 $900,000.00 (the “Maximum OfferingOffering Amount”). The Company may accept subscriptions until the termination 30th of the Offering in accordance with its terms April, 2025 (the “Termination Date”). The Providing that subscriptions for $350,000 Class B Units are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the common stock (the “Securities” or “Common Stock”), of Next Thing Technology Soliton, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated November 28, 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 3,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of earliest of: (1) the date on which the Maximum Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.amount has been sold,

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Stock, no par value (the “Securities”), of Next Thing Technology Olive Tree People Inc., a Delaware California corporation (the “Company”), at a purchase price of $3.00 1.25 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150750.00. The rights of the Class A Common Stock are as set forth in the Restated Certificate Article of Incorporation, as amended, filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated July 28, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 12,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“SubscriberPurchaser”) hereby subscribes for and agrees to purchase Class A Common Stock become a Member in DLP EQUITY FUND II, LLC, a Delaware limited liability company, (the “SecuritiesFund)) and to purchase the number of limited liability membership interests (“Shares”) indicated above, of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon all in accordance with the terms and conditions set forth herein. The minimum subscription is $150. The rights of this Subscription Agreement, the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC Operating Agreement (the “Offering StatementOperating Agreement”). (b) Subscriber understands that , and the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X])Private Placement Memorandum dated February 15, 2017, as may be amended from time to timetime (the “Memorandum”). (b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access The Purchaser agrees to this Subscription Agreement, copies become a Member of the Offering Circular Fund and Offering Statement including exhibits thereto to be bound by all the terms and any other information required conditions of the Operating Agreement. 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 Subscriber to make an investment decisionPurchaser. (c) The Subscriber’s This subscription may be accepted or rejected in as a whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at Manager in its sole and absolute 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 If this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriberthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Subscriber without interest and all the extent of Subscriber’s obligations hereunder such rejection. This subscription shall terminatebe binding on the Fund only upon acceptance by the Manager. (d) The aggregate number Neither the execution nor the acceptance of Securities sold shall not exceed 25,000,000 (this Subscription Agreement constitutes the “Maximum Offering”). The Company may accept subscriptions until the termination Purchaser a Member of the Offering in accordance with its terms (Fund. This is an agreement to purchase the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, Shares on various dates at or prior a when issued basis; and the Purchaser will become a Member only when the Purchaser’s funds are transferred to the Termination Date (each a “Closing Date”)account of the Fund and the Shares are issued to the Purchaser. Until that time, the Purchaser shall have only the rights set forth in this Subscription Agreement. (e) In The Purchaser’s rights and responsibilities will be governed by the event of rejection terms and conditions of this subscription Subscription Agreement, the Memorandum, and the Operating Agreement. The Fund 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 and in the attached Investor Questionnaire to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act who are U.S. or effectforeign investors, except for Section 5 hereof, which shall remain in force and effector one of thirty-five (35) non-Accredited U.S. or foreign Investors that will be allowed to purchase Shares.

Appears in 1 contract

Sources: Subscription Agreement