Common use of Subscriptions Clause in Contracts

Subscriptions. 2.1 The undersigned, PT. Stareast Management, organized under the laws of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast Management▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, organized under the laws a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast ManagementSyahid Liga Lie, organized under the laws a resident of Indonesia Singapore (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 200,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast Management▇▇▇▇▇▇ ▇▇▇▇▇▇, organized under the laws a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 150,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 021500021 for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast Management, organized under the laws of Indonesia Purchaser hereby subscribes US$1,500,525 (the "InvestorClosing Subscription Funds"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes ) for and agrees to purchase 140,000 Units offered by take up 102,600 common shares of the Company, Company at a price of US$0.50 U.S. $14.625 per Unit share. 2.2 On or before 17 February 2000 (the "Unit Offering Purchase PriceClosing Date"), payable by the Investor by Purchaser shall deliver the Closing Subscription Funds for the Closing Subscription Shares in the form of a solicitor's trust cheque, certified cheque, bank draft, money order or wire transfer payable to "▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ In Trust" as the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced solicitors for and on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date behalf of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRACompany. On February 2, 2016, the Company's application for approval Upon receipt of the Reverse Split was filed Closing Subscription Funds, completion of the Acquisition and the Company reasonably expects that it will be completed by or before the end receipt of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions written notice from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇Bankconfirming that the Closing Milestones have been met, New Yorkthe Company will immediately proceed to issue share certificates representing the Closing Subscription Shares, NY SWIFT: and the Company will be entitled to use the Closing Subscription Funds immediately upon the issuance of those certificates. The Purchaser hereby confirms that upon the Company advising ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ABA: 021400021 that it is holding such certificates for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous immediate delivery to the Purchaser, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ is hereby irrevocably authorized and directed to release and deliver the Closing Subscription Funds, together with the execution and delivery of this Reg S Subscription Agreementany accrued interest thereon, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied or for use as directed by the number Company without prior notice to, consent of Units subscribed for or action by the Purchaser and that ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ can rely on this irrevocable direction as if it were a party to this Agreement. 2.3 The Purchaser hereby subscribes US$1,500,525 (the "Offering ProceedsFirst Post-Closing Subscription Funds") by for and agrees to take up 102,600 common shares of the Company (the "First Post-Closing Subscription Shares") at a price of U.S. $14.625 per share. 2.4 On or before the Closing Date, the Purchaser shall deliver the First Post-Closing Subscription Funds for the First Post-Closing Subscription Shares in the form of a solicitor's trust cheque, certified cheque, bank draft, money order or wire transfer payable to "▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ In Trust" as the solicitors for and on behalf of the Company. Provided that the First Post-Closing Subscription Funds have been so delivered and within 120 days after the Closing Date the Company receives written notice from ▇▇. ▇▇▇▇ MacPherson confirming that the First Post-Closing Milestones have been met, the Company will immediately available funds upon receipt of that notice proceed to issue share certificates representing the First Post-Closing Subscription Shares, and the Company will be entitled to use the First Post-Closing Subscription Funds immediately upon the issuance of those certificates. The Purchaser hereby confirms that upon the Company advising ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ that it is holding such certificates for immediate delivery to the Purchaser, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ is hereby irrevocably authorized and directed to release and deliver the First Post-Closing Subscription Funds, together with any accrued interest thereon, to the Company or for use as set forth abovedirected by the Company without prior notice to, consent of or action by the Purchaser and that ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ can rely on this irrevocable direction as if it were a party to this Agreement. If within 120 days after the Closing Date the Company does not receive from ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ written notice that the First Post-Closing Milestones have been met, then at the option of the Purchaser the First Post-Closing Subscription Funds shall be returned to the Purchaser and the Purchaser's subscription for the First Post-Closing Subscription Shares shall be cancelled. 2.5 The Purchaser hereby subscribes US$2,000,700 (the "Second Post-Closing Subscription Funds") for and agrees to take up 136,800 common shares of the Company (the "Second Post-Closing Subscription Shares") at a price of U.S. $14.625 per share. 2.6 The undersigned understands Upon issuance of the First Post-Closing Subscription Shares, the Purchaser shall deliver the Second Post-Closing Subscription Funds for the Second Post-Closing Subscription Shares in the form of a solicitor's trust cheque, certified cheque, bank draft, money order or wire transfer payable to "▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ In Trust" as the solicitors for and agrees on behalf of the Company. Provided that the Second Post-Closing Subscription Funds have been so delivered and within 120 days after the Closing Date the Company reserves receives written notice from ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ confirming that the rightSecond Post-Closing Milestones have been met, in its sole discretionthe Company will immediately upon receipt of that notice proceed to issue share certificates representing the Second Post-Closing Subscription Shares, and the Company will be entitled to use the Second Post-Closing Subscription Funds immediately upon the issuance of those certificates. The Purchaser hereby confirms that upon the Company advising ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ that it is holding such certificates for immediate delivery to the Purchaser, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ is hereby irrevocably authorized and directed to release and deliver the Second Post-Closing Subscription Funds, together with any accrued interest thereon, to accept the Company or reject for use as directed by the Company without prior notice to, consent of or action by the Purchaser and that ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ can rely on this irrevocable direction as if it were a party to this Agreement. If within 120 days after the Closing Date the Company does not receive from ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ written notice that both the First Post-Closing Milestones and the Second Post-Closing Milestones have been met, then at the option of the Purchaser the Second Post-Closing Subscription Funds shall be returned to the Purchaser and the Purchaser's subscription for the Units for any reason whatsoever, at any time prior to acceptance by the CompanySecond Post-Closing Subscription Shares shall be cancelled. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Share Exchange Agreement (Famous Internet Mall Inc)

Subscriptions. 2.1 The undersigned, PT. Stareast Management▇▇▇▇▇▇ Yohansha, organized under the laws a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast Management▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, organized under the laws a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast ManagementHenful Pang, organized under the laws a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 40,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast ManagementIskandar Tanuseputra, organized under the laws a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast ManagementStephanus ▇▇▇▇▇ ▇▇▇▇▇▇▇, organized under the laws a resident of Indonesia Singapore (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast Management▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, organized under the laws a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast Management▇▇▇▇▇▇ ▇▇▇▇▇▇ Goenawan, organized under a resident of the laws State of Indonesia Virginia, with an address located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S D Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 200,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Special Account asset as set forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRAFINRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February March 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S D promulgated by the SEC under the Act ("Reg 5D") only to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to persons who are, and the Company will only accept subscriptions from from, "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S D Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast ManagementAndy Litansen, organized under the laws a resident of Indonesia Singapore (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 30,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast Management▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, organized under the laws a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast Management▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, organized under the laws a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast Management▇▇▇▇▇ ▇▇▇▇▇▇▇ Korompis, organized under the laws a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 100,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast Management▇▇▇ ▇▇▇ Ham and Goh Pie Ham, organized under the laws a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT▇▇▇▇▇▇, a resident of Indonesia, with an address located at JI. Stareast Management, organized under the laws of Bogor No. 16 Medan Indonesia (the "Investor"), intending Investor"),intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 50,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast Management, organized under the laws of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 500,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 025000021 for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 (a) The undersigned, PT. Stareast Management, organized under total number of Shares that the laws of Indonesia Company shall issue following the Establishment Date is one thousand (the "Investor"1,000), intending to of which six hundred (600) shall be legally bound pursuant Class A Ordinary Shares and four hundred (400) shall be Class B Ordinary Shares. (b) Within ten (10) Business Days of the Establishment Date, SKHYSI shall subscribe for six hundred (600) Class A Ordinary Shares (such time, the “SKHYSI Subscription Time”) by signing the relevant applications for Shares and paying to the terms and conditions Company US$600 in cash. Immediately following the SKHYSI Subscription Time, the capitalization of the Reg S Company on a fully diluted basis shall be as follows: Promptly after the SKHYSI Subscription AgreementTime, hereby irrevocably subscribes for and agrees to purchase 140,000 Units offered by SKHYSI shall cause the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30maximum extent permitted by all Applicable Law, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) to deliver to SKHYSI its written acknowledgment of, and agreement to abide by, the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject terms of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; Agreement, and (ii) to issue and deliver to SKHYSI a share certificates representing the Unit Offering is only being made Shares subscribed for pursuant to and this Section 3.2(b), which certificate shall comply with the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 provisions of Regulation D promulgated by the SEC under the ActSection 9.2. 2.4 The undersigned understands (c) Thereafter, within ten (10) Business Days of the amendment of the Company’s articles of association as provided in Section 3.1(d), Cypress shall subscribe for four hundred (400) Class B Ordinary Shares (such time, the “Cypress Subscription Time”) by signing the relevant applications for 587490.10A-PALSR01A - MSW Shares and acknowledges that the Offering Price remitted paying to the Company US$400 in payment cash. Immediately following the Cypress Subscription Time, the capitalization of the Company on a fully diluted basis shall be as follows: Promptly after the Cypress Subscription Time, the Parties shall cause the Company, to the maximum extent permitted by all Applicable Law, (i) to deliver to Cypress its written acknowledgment of, and agreement to abide by, the terms of this Agreement, and (ii) to issue and deliver to Cypress a share certificate representing the Shares subscribed for pursuant to this Section 3.2(c), which certificate shall comply with the provisions of Section 9.2. (d) Each Party shall fully pay the subscription price for the Units must Shares subscribed by it pursuant to this Agreement in US Dollars to an account to be received opened by the Company with a bank in Hong Kong using best efforts to open such account within twenty (20) days of the SKHYSI Subscription Time, unless otherwise directed by wire transfer to resolution of a majority of the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with Board. The Company shall use all or substantial portion of the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied subscription monies paid by the number Parties pursuant to this Section 3.2 as initial working capital of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Joint Venture Agreement (Cypress Semiconductor Corp /De/)

Subscriptions. 2.1 The undersigned, PT. Stareast Management▇▇▇▇ ▇▇▇▇▇▇, organized under the laws a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 40,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)

Subscriptions. 2.1 The undersigned, PT. Stareast Management▇▇▇▇▇ ▇▇▇▇▇▇▇▇, organized under the laws a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 140,000 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: 021400021 ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.

Appears in 1 contract

Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)