The Subscription. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement, Traistman Radziejewski Fundacja Ltd. (Israeli Co. No. 514498856), of 15A Yahalom St., Shoham, Israel (C/O Oren Traistman) (the “Investor”) hereby agrees to subscribe for and purchase 546,448 shares of common stock, par value $0.0001 (the “Initial Shares”) offered by TechCare Corp., a Delaware corporation with offices located at 1140 Avenue of the Americas, New York, NY 10036 (the “Company”), at a purchase price per share of US$ 0.183 (the “Share Purchase Price”), for an aggregate consideration of US$ 100,000 (the “Subscription Proceeds”), all pursuant to the terms and conditions set forth in this Subscription Agreement.
The Subscription. Seritage hereby issues and delivers to SHC, and SHC hereby subscribes for, 106,597,798 unitized Rights, each with the right when exercised to purchase one Seritage Common Share from Seritage, subject to certain conditions and on the terms and in the manner described in “The Rights Offering” section of the Form S-11, the receipt of which Rights by SHC is hereby acknowledged.
The Subscription. The Company and the Subscribers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D, as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the 1933 Act (“Regulation D”). The Subscribers wish to purchase from the Company, and the Company wishes to issue and sell to the Subscribers, upon the terms and conditions stated in this Agreement, shares of Common Stock in the aggregate numbers indicated below the Subscribers’ names on the signature pages of this Agreement (collectively, the “Purchased Shares”); provided, however, that the number of shares of Common Stock comprising the Purchased Shares shall be adjusted upwards or downwards as of the Closing (as defined below) such that, at the Closing, the Purchased Shares shall represent 20.9% of the outstanding shares of Common Stock immediately following the Closing, assuming the exercise in full of the Warrants (as defined below). In consideration for a portion of the Purchase Price, at the Closing, the Company shall issue to the Subscribers warrants, substantially in the form attached hereto as Exhibit A (the “Warrants” and, together with the Purchased Shares, the “Securities”), exercisable for the number of shares of Common Stock representing in the aggregate 4.0% of the outstanding shares of Common Stock immediately following the Closing, assuming the exercise in full of the Warrants.
The Subscription. The Product to be developed and delivered under this Agreement is named LAUNCH 3D and is more particularly described in the Product Requirements Document ("PRD") set forth in Attachment A. The Product includes the versions for all PC platforms, and includes all updates and enhancements thereof made during the term of this Agreement and the collateral material specified in Attachment B.
The Subscription. 2.1 Subject to Clause 4, the Subscriber shall subscribe and pay for the Subscription Shares at the Subscription Price and the Company shall, subject to payment in full, allot and issue the Subscription Shares subject to its memorandum of association and bye-laws of the Company upon Completion.
The Subscription. If the Investor is participating in the Subscription, subject to the terms and conditions of this Subscription Agreement, the undersigned Investor hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to the undersigned Investor, New Notes (the “Purchased New Notes”) having an aggregate principal amount as set forth on Annex A hereto (the “Purchased Principal Amount”), at a purchase price payable in cash as set forth on Annex A hereto of the Purchased Principal Amount (such aggregate cash purchase price, the “Cash Purchase Price”).
The Subscription. 2.1 On the terms and subject to the conditions of this Agreement, the Company agrees to allot and issue an aggregate of 500,000 Subscription Shares, and the Subscriber agrees to subscribe and pay for such number of Subscription Shares, at the Issue Price for each Subscription Share, making an aggregate Issue Price of US Dollars Ten Million (US$10,000,000) (the “Issue Consideration”).
The Subscription. Immediately prior to the Effective Time, Fire US will subscribe for a number of New Holdco Ordinary Shares equal to the Subscription Shares (as defined herein) in consideration of payment to New Holdco of the Holdco Aggregate Amount (as defined herein), which payment may be satisfied in cash, one or more notes evidencing indebtedness of Fire US or of its affiliates, or any combination thereof. The Subscription
The Subscription. Subject to the terms and conditions contained herein, at the Closing, the Company shall issue, sell and deliver to the Purchaser, and the Purchaser shall subscribe for and purchase from the Company, the Purchased Shares for a price per Purchased Share equal to the Price Per Share and an aggregate purchase price equal to the Purchase Price. The purchase and sale of the Purchased Shares pursuant to this Section 1.01 is referred to as the “Purchase”.