VERAX RESEARCH SERVICES, INC. SUBSCRIPTION AGREEMENT
EXHIBIT 3.4
Verax Botanical Research Center @ Xxxxxxx
Xxxxx Xxxxxxx University--MC
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Shares of Common Stock
Subject to the terms and conditions of the shares of common stock (the “Shares”) described in the (the “Company”) Offering Circular dated March __, 2020 (the “Offering”), I hereby subscribe to purchase the number of shares of Common Stock set forth below for a purchase price of $6.25 per share. Enclosed with this Subscription Agreement (the “Agreement”) is my check (Online “E-Check” or Traditional Paper Check) or ACH made payable to (the “Company”)
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videncing $6.25 for each Share subscribed, subject to a minimum of 200 shares of common stock ($1,250.00).I understand that my subscription is conditioned upon acceptance by the Company and subject to additional conditions described in the Offering Circular. I further understand that the Company, in its sole discretion, may reject my subscription in whole or in part and may, without notice, allot to me a fewer number of Shares that I have subscribed for. In the event the Offering is terminated, all subscription proceeds will be returned
without interest
.
I understand that when this Agreement is executed and delivered, it is irrevocable and binding to me. I further understand and agree that my right to purchase Shares offered by the Company may be assigned or transferred to any third party without the express written consent of the Company.
I further certify, under penalties of perjury, that: (1) the taxpayer identification number shown on the signature page of this Offering Circular is my correct identification number; (2) I am not subject to backup withholding under the Internal Revenue Code because (a) I am exempt from backup withholding; (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. citizen or other U.S. person (as defined in the instructions to Form W-9).
(the “Agreement”) with the undersigned Purchaser for __________ Shares of the Company with a par value per share of $0.01, at a purchase price
of $6.25 (SIX DOLLARS AND TWENTY-FIVE CENTS) per share
(aggregate purchase price: $____________) (hereafter the “Purchase Price,” $1,250 minimum).This Agreement is between a Delaware stock corporation (the “Company”), and the Purchaser whose signature appears below on the signature line of this Agreement (the “Purchaser”).
WI T N E S E T H:
WHEREAS, the Company is offering for sale up to EIGHT MILLION (8,000,000) shares of common stock (the “Shares”) (such offering being referred to in this Agreement as the “Offering”).
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NOW, THEREFORE, the Company and the Purchaser, in consideration of the mutual covenants contained herein and intending to be legally bound, do hereby agree as follows:
1. | Purchase and Sale |
a) | payment of the purchase price as set forth in this Agreement; and | |
b) | the Subscriber having completed all information requested by the Company on the signature page to this Agreement. |
2. | Method of Subscription or “Verax Research, Inc. |
3. | Subscription and Purchase |
a) | The Offering will begin on the effective date of the Offering Statement and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering. Any subscription for Shares received will be rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier. | |
b) | Contemporaneously with the execution and delivery of this Agreement, Purchaser shall pay the Purchase Price for the Shares by wire (see wiring instructions below), check (Online ACH transfer or Traditional Paper Check) made payable to Verax Research, |
i.
Wiring Instructions:
Bank:
Eagle Bank 0000 Xxx Xxxxxxxxxx Xxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Routing #
000000000 Account #
0200270833 Acct Name:
Verax Research, Inc. Accountholders Address: Verax Research, Inc.
Xxxxx Xxxxxxx - MCC-Academic & Research Bldg.
0000 Xxxxxxx Xxxxxx Xxxxx--Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
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c) | For the duration of the Offering Period, payment of the Purchase Price shall be received by Dalmore Group, LLC in its capacity as the Company’s Selling Agent from the Purchaser. | |
d) | Purchaser acknowledges there will be no escrow agent, the Funds (concurrent with the subscription being accepted) will be deposited in the Company’s operating account. | |
e) | Upon release of the Funds to the Company by the Escrow Agent, Purchaser shall receive notice and evidence of the digital entry (or other manner of record) of the number of Shares owned by the Purchaser reflected on the books and records of the Company and verified by VStock Transfer, LLC in its capacity as the Company's stock transfer agent and registrar (the “Transfer Agent”) which books and records shall bear the notation that the Shares were sold in reliance upon Regulation A under the Securities Act of 1933. | |
f) | If any such subscription is accepted, the associated Funds are delivered by the Escrow Agent (less associated escrow fees) to the Company, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart of this Agreement, (ii) a certificate or certificates for the Shares being purchased, registered in the name of the Purchaser and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoing, the Funds deposited in payment for the Shares purchased will be released to the Company. If any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted with such subscription to the subscriber. |
4. | Representations, Warranties and Covenants of the Purchaser |
a) | Prior to making the decision to enter into this Agreement and invest in the Shares subscribed, the Purchaser has received the Offering Circular. The Purchaser acknowledges that the Purchaser has not been given any information or representations concerning the Company or the Offering, other than as set forth in the Offering Statement, and if given or made, such information or representations have not been relied upon by the Purchaser in deciding to invest in the Shares subscribed. | |
b) | The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the investment in the Shares subscribed and the Purchaser believes that the Purchaser’s prior investment experience and knowledge of investments in low-priced securities (“xxxxx stocks”) enables the Purchaser to make an informal decision with respect to an investment in the Shares subscribed. | |
c) | The Shares subscribed are being acquired for the Purchaser’s own account and for the purposes of investment and not with a view to, or for the sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any such Shares. | |
d) | The Purchaser’s overall commitment to investments is not disproportionate to his/her net worth, and his/her investment in the Shares subscribed will not cause such overall commitment to become excessive. | |
e) | The Purchaser reiterates that he meets the standards set forth in the Offering Circular and, more specifically, the Purchaser has adequate means of providing for his/her current needs and personal contingencies, and has no need for current income or liquidity in his/her investment in the Shares subscribed. | |
f) | With respect to the tax aspects of the investment, the Purchaser will rely upon the advice of the Purchaser’s own tax advisors. | |
g) | The Purchaser can withstand the loss of the Purchaser’s entire investment without suffering serious financial difficulties. | |
h) | The Purchaser is aware that this investment involves a high degree of risk and that it is possible that his/her entire investment will be lost. | |
i) | The Purchaser is a resident of the State set forth below the signature of the Purchaser on the last age of this Agreement. | |
j) | The Purchaser confirms that he understands that, unless a subscription is rejected, the funds will automatically be retained by the Company per the terms of the Offering Circular. |
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5. | Notices. |
a) | If to any holder of any of the Shares, addressed to such holder at the holder’s last address appearing on the books of the Company, or | |
b) | If to the Company, addressed to the Company at Verax Botanical Research Center @ Xxxxxxx, Xxxxx Xxxxxxx University—MCC, 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 , or such other address as the Company may specify by written notice to the Purchaser, and such notices or other communications shall for all purposes of this Agreement be treated as being effective on delivery, if delivered personally or, if sent by mail, on the earlier of actual receipt or the third postal business day after the same has been deposited in a regularly maintained receptacle for the deposit of United States’ mail, addressed and postage prepaid as aforesaid. |
6. | Severability |
7. | Parties in Interest. |
8. | Choice of Law. |
9. | Headings. |
10. | Execution in Counterparts. |
11. | Survival of Representations and Warranties. |
12. | Prevailing Party Entitled to Reasonable Costs and Attorneys’ Fees. |
13. | No Incidental, Consequential, Punitive or Special Damages. |
14. | Additional Information. Depending on the agreement(s) with the respective Selling Agent and affiliated group, the brokerage commissions payable will be 1% of the Purchase Price for a given investor (in the case of Dalmore as accommodating broker) and, if other Selling Agents are engaged, the associated brokerage commissions will range from a negotiated 6% to 8% of the Purchase Price for a given investor. |
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IN WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement on __________, ___, 2020.
By: _____________________________________________
Xx. Xxxxxx X. Xxxxxxxxx, Chief Executive Officer
PURCHASER:
_____________________________________________
Signature of Purchaser
_____________________________________________
Name of Purchaser
______________________________________________
Phone Number of Purchaser
______________________________________________
Email of Purchaser
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