FORM OF SUBSCRIPTION AGREEMENT Common Stock of Level Brands, Inc.
Exhibit 4.3
FORM OF
Common Stock
of
This
Subscription Agreement relates to my/our agreement to purchase
shares of common stock, $0.001 par value per share (the
“Shares”), to be issued by Level Brands, Inc., a North
Carolina corporation (the “Company”), at a purchase
price of $[___] per Share, subject to the terms, conditions,
acknowledgments, representations and warranties stated herein and
in the Final Offering Circular for the sale of the Shares, dated
[__________], 2017 (the “Circular”). Capitalized terms
used but not defined herein shall have the meanings given to them
in the Circular.
If I
have an account with ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co.,
LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇”) or am opening an account with
▇▇▇▇▇▇ ▇▇▇▇▇▇, I am authorizing ▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to this
Subscription Agreement and the Annexes attached hereto to follow my
instructions that are indicated below and either debit funds equal
to the total amount of my/our purchase (the “Subscription
Amount”) from my account at ▇▇▇▇▇▇ ▇▇▇▇▇▇, which I
acknowledge will be promptly deposited in the escrow account that
will be maintained by Wilmington Trust, N.A., as escrow agent (the
“Escrow Account”), or I am making either an ACH
authorization or a wire transfer pursuant to the escrow
instructions set forth in the Circular in the amount of my
Subscription Amount and will directly deposit such funds into the
Escrow Account as set forth below. I understand that if I wish to
purchase Shares, I must complete this Subscription Agreement and,
if I have an account with ▇▇▇▇▇▇ ▇▇▇▇▇▇, have sufficient funds in
my account at the time of the execution and delivery of this
Subscription Agreement; or, if I do not maintain an account with
▇▇▇▇▇▇ ▇▇▇▇▇▇, submit the applicable Subscription Amount to the
Escrow Account as set forth herein. Subscription funds submitted by
investors who do not have an account with ▇▇▇▇▇▇ ▇▇▇▇▇▇ will be
held by the Escrow Agent, with funds released to the Company at
closing, as described in the Circular. In the event that the
offering is terminated, then the offered Shares will not be sold to
investors pursuant to this offering and all funds will be returned
to investors from escrow together with interest, if any. If any
portion of the Shares is not sold in the offering, any funds paid
by me for such portion of the Shares will be returned to me
promptly; or, if I have an account with ▇▇▇▇▇▇ ▇▇▇▇▇▇, funds for
such unsold Shares will not be debited from my account at
closing.
Any Investor that currently maintains a cash account with ▇▇▇▇▇▇
▇▇▇▇▇▇ MUST COMPLETE AND SIGN ANNEX I in the place indicated at the
bottom of ANNEX I.
Any Investor that does not currently maintain a cash account with
▇▇▇▇▇▇ ▇▇▇▇▇▇ MUST COMPLETE ANNEX II and Sign ANNEX II in the place
indicated at the bottom of ANNEX II.
In
order to induce the Company to accept this Subscription Agreement
for the Shares and as further consideration for such acceptance, I
hereby make, adopt, confirm and agree to all of the following
covenants, acknowledgments, representations and warranties with the
full knowledge that the Company and its affiliates will expressly
rely thereon in making a decision to accept or reject this
Subscription Agreement. I also agree that ▇▇▇▇▇▇ ▇▇▇▇▇▇ is entitled
to rely on all information provided in this Subscription Agreement
and the Annexes attached hereto.
●
I understand that
the Company reserves the right to, in its sole discretion, accept
or reject this subscription, in whole or in part, for any reason
whatsoever, and to the extent not accepted, unused funds maintained
in my account at ▇▇▇▇▇▇ ▇▇▇▇▇▇ or transmitted herewith shall either
not be debited from my account at ▇▇▇▇▇▇ ▇▇▇▇▇▇ or be returned to
the undersigned in full, with any interest accrued
thereon.
●
I have received the
Circular.
●
I am purchasing the
Shares for my own account.
●
I hereby represent
and warrant that I am not on, and am not acting as an agent,
representative, intermediary or nominee for any person identified
on, the list of blocked persons maintained by the Office of Foreign
Assets Control, U.S. Department of Treasury. In addition, I have
complied with all applicable U.S. laws, regulations, directives,
and executive orders relating to anti-money laundering, including
but not limited to the following laws: (1) the Uniting and
Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56;
and (2) Executive Order 13224 (Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism) of September 23, 2001.
By making the foregoing representations you have not waived any
right of action you may have under federal or state securities law.
Any such waiver would be unenforceable. The Company will assert
your representations as a defense in any subsequent litigation
where such assertion would be relevant. This Subscription Agreement
and all rights hereunder shall be governed by, and interpreted in
accordance with, the laws of the State of North Carolina without
giving effect to the principles of conflict of laws.
Digital
(“electronic”) signatures, often referred to as an
“e-signature”, enable paperless contracts and help
speed up business transactions. The 2001 E-Sign Act was meant to
ease the adoption of electronic signatures. The mechanics of this
Subscription Agreement's electronic signature include your signing
this Subscription Agreement below and the attached Annex by typing
in your name, with the underlying software recording your IP
address, your browser identification, the timestamp, and a
securities hash within an SSL encrypted environment. This
electronically signed Subscription Agreement and Annexes will be
available to both you and the Company, as well as any associated
brokers, so they can store and access it at any time, and it and
the Annexes will be stored and accessible at ▇▇▇▇▇▇ ▇▇▇▇▇▇. You and
the Company each hereby consent and agree that electronically
signing this Subscription Agreement and the Annexes constitute your
signature, acceptance and agreement as if actually signed by you in
writing. Further, all parties agree that no certification authority
or other third party verification is necessary to validate any
electronic signature; and that the lack of such certification or
third party verification will not in any way affect the
enforceability of your signature or resulting contract between you
and the Company and you and ▇▇▇▇▇▇ ▇▇▇▇▇▇ with respect to the
Annexes. You understand and agree that your e-signature executed in
conjunction with the electronic submission of this Subscription
Agreement and the Annexes shall be legally binding and such
transaction shall be considered authorized by you. You agree your
electronic signature is the legal equivalent of your manual
signature on this Subscription Agreement and the Annexes and you
consent to be legally bound by this Subscription Agreement’s
terms and conditions and the Annex’s terms and conditions.
Furthermore, you and the Company each hereby agree that all current
and future notices, confirmations and other communications
regarding this Subscription Agreement and the Annexes specifically,
and future communications in general between the parties, may be
made by email, sent to the email address of record as set forth in
the Annexes or as otherwise from time to time changed or updated
and disclosed to the other party, without necessity of confirmation
of receipt, delivery or reading, and such form of electronic
communication is sufficient for all matters regarding the
relationship between the parties. If any such electronically sent
communication fails to be received for any reason, including but
not limited to such communication being diverted to the
recipient’s spam filters by the recipient’s email
service provider, or due to a recipient's change of address, or due
to technology issues by the recipient’s service provider, the
parties agree that the burden of such failure to receive is on the
recipient and not the sender, and that the sender is under no
obligation to resend communications via any other means, including
but not limited to postal service or overnight courier, and that
such communications shall for all purposes, including legal and
regulatory, be deemed to have been delivered and received. No
physical, paper documents will be sent to you, and if you desire
physical documents then you agree to be satisfied by directly and
personally printing, at your own expense, the electronically sent
communication(s) and maintaining such physical records in any
manner or form that you desire.
1
ANNEX I
INVESTORS THAT CURRENTLY MAINTAIN A CASH ACCOUNT WITH ▇▇▇▇▇▇
▇▇▇▇▇▇.
For all Investors that currently maintain a cash account with
▇▇▇▇▇▇ ▇▇▇▇▇▇ please complete this Annex I.
A.
Account
Information
Investor
Name:
__________________________________________________
▇▇▇▇▇▇
▇▇▇▇▇▇ Account Name: _________________________________
▇▇▇▇▇▇
▇▇▇▇▇▇ Account Number: _______________________________
B.
For Investors that intend to wire funds directly to the Escrow
Account, please complete this Section B.
☐ I will wire funds for the
Subscription Amount directly to the escrow account
Wire
Amount
$______________________
Wire
Instructions:
WILMINGTON TRUST COMPANY
Account No.:
[______________]
ABA
No.: ▇▇▇▇▇▇▇▇▇
Account
Name: Level Brands–▇▇▇▇▇▇ ▇▇▇▇▇▇
Escrow
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
FBO: [include Investor Name on your
wire]
C.
For Investors that intend to have ▇▇▇▇▇▇ ▇▇▇▇▇▇ transfer funds from
their account at ▇▇▇▇▇▇ ▇▇▇▇▇▇ to the Escrow Account, please
complete this Section C and the attached Letter of
Authorization.
☐ I authorize the transfer of the following listed
funds for the Subscription Amount from my ▇▇▇▇▇▇ ▇▇▇▇▇▇ Account listed above via wire transfer to the
Escrow Account as follows:
Wire
Amount
$______________________
☐ I have
completed and enclosed the Letter of Authorization to complete the
wire transfer.
D.
Share Delivery. The Shares purchased
will be delivered to your brokerage account listed
above.
E.
Risk Acknowledgement.
☐ I understand that my investment in the Company is a
speculative investment and I accept the risk that I could lose a
substantial amount or all of my investment.
E.
Signatures
Your Consent is Hereby Given: By signing this Subscription
Agreement, including Annex 1, you are explicitly agreeing to
receive documents electronically including your copy of this signed
Subscription Agreement as well as ongoing disclosures,
communications and notices.
By
signing below, you acknowledge that the information set forth above
is accurate in all respects and that the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇
are authorized to rely on the information and authorizations
provided above.
SIGNATURES:
THE
UNDERSIGNED HAS THE AUTHORITY TO EXECUTE THIS SUBSCRIPTION
AGREEMENT, INCLUDING ANNEX I ON BEHALF OF THE PERSON(S) OR ENTITY
REGISTERED ABOVE.
|
Subscriber:
_______________________________________
Name:
Date:
|
If
Joint Subscriber:
_______________________________________
Name:
Date:
|
|
Issuer:
By: ___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Company: Level Brands, Inc.
Title: Chief Financial Officer and Chief Operating
Officer
2
ANNEX II
INVESTORS THAT DO NOT CURRENTLY MAINTAIN A CASH ACCOUNT WITH ▇▇▇▇▇▇
▇▇▇▇▇▇.
For all Investors that do not currently maintain a cash account
with ▇▇▇▇▇▇ ▇▇▇▇▇▇ please complete this Annex II.
A.
Investor
Profile
1.
Type of
Ownership
☐ Individual
☐ Entity
2.
For Individual Investors
Only
a.
Investor Information
(You must include a permanent street address even if your mailing
address is a P.O. Box.)
Individual/Beneficial Owner:
__________________________________________________________________
Name of
Individual Executing Subscription Agreement:
_____________________________________________
Name in
Which Shares Should Be Titled (only if Shares are to be physically
delivered):
__________________________________________________________________________________
Social
Security Number: __________________________
License
or Passport Number: _______________________ (A copy of the License or Passport Must Be
Attached)
I have
attached a copy of my: ☐
License ☐ Passport
Date of
Birth: ________________________
Home
Address:
_________________________________________________________________________
Home
City, State and Zip Code:
____________________________________________________________
Home
Phone Number: ______________________ Cell Phone Number:
__________________
Email
Address: _____________________________________________
Employer:
_________________________________________________
Position:
_________________________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ and Zip Code
___________________________________
Business Phone
Number: ______________________
Type of
Business:
________________________________________________________________________
Annual
Income (combined if joint
account)
☐
Less than
$50,000
☐
$200,000 -
299,999
☐
$500,000 -
749,999
☐
$50,000 -
99,999
☐
$300,000 -
399,999
☐
$750,000 -
999,999
☐
$100,000 -
199,999
☐
$400,000 -
499,999
☐
$1,000,000+
Liquid Net
Worth (combined if joint account)
☐
Less than
$100,000
☐
$500,000 -
999,999
☐
$100,000 -
249,999
☐
$1,000,000
– 2,999,999
☐
$250,000 -
499,999
☐
$3,000,000+
Investment Experience. Number of years
of experience investing in individual stocks:
______________________
Risk Acknowledgement.
☐ I understand that my investment in the Company is a
speculative investment and I accept the risk that I could lose a
substantial amount or all of my investment.
FINRA Member
or Affiliate of FINRA Member: Yes ☐ No ☐
b.
Joint-Owner/Minor: (If
applicable.)
Name:
__________________________________________
Social
Security Number: __________________________
License
or Passport Number: _______________________ (A copy of the License or Passport Must Be
Attached)
I have
attached a copy of my: ☐
License ☐ Passport
Date of
Birth: ________________________
Home
Address:
_________________________________________________________________________
Home
City, State and Zip Code:
____________________________________________________________
Home
Phone Number: ______________________ Cell Phone Number:
__________________
Email
Address: _____________________________________________
3
Employer:
_________________________________________________
Position:
_________________________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ and Zip Code
___________________________________
Business Phone
Number: ______________________
Type of
Business:
________________________________________________________________________
FINRA Member
or Affiliate of FINRA Member Yes ☐ No ☐
Investor Information
(You must include a permanent street address even if your mailing
address is a P.O. Box.)
Entity
Name:
_________________________________________________________________________________
Name of
Authorized Individual or Trustee Executing Subscription Agreement:
_____________________________________________________________________________________________
☐ I have
attached legal documents for the entity showing my authority to
sign on behalf of, and make investment decisions on behalf of, the
entity
Name in
Which Should Be Titled (only if Shares are to be physically
delivered):
__________________________________________________________________________________
Authorized
Individual’s or Trustee’s Social Security Number:
________________________________
Entity’s
Federal I.D. Number:
____________________________________
Street
Address:
_____________________________________________________
City,
State and Zip Code:
______________________________________________________________
Phone
Number: _____________________________________
Email
Address: _____________________________________
Type of
Business of the Entity:
_______________________________________
Entity’s Net
Worth: _______________________________________
FINRA
Member or Affiliate of FINRA Member: Yes ☐ No ☐
Risk Acknowledgement.
☐ I understand that my investment in the Company is a
speculative investment and I accept the risk that I could lose a
substantial amount or all of my investment.
B. Please complete this Section
B
☐ I will wire funds for the
Subscription Amount directly to the escrow account
Wire
Amount
$______________________
WILMINGTON TRUST COMPANY
Account No.:
[______________]
ABA
No.: ▇▇▇▇▇▇▇▇▇
Account
Name: Level Brands–▇▇▇▇▇▇ ▇▇▇▇▇▇
Escrow
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
FBO: [include Investor Name on your
wire]
C. Share Delivery
Instructions. Please fill out the information below to have
your Shares delivered to your broker, held at the transfer agent or
delivered to your residence.
☐ Retain at the transfer
agent
☐ Deliver a share certificate to the
address of record above.
☐ Deliver to my brokerage account at
the following instructions:
DWAC INSTRUCTIONS
Name of DTC Participant (broker-dealer at which the
account
or accounts to be credited with the Shares are
maintained): __________________________________________________
DTC Participant Number: ____________________________________________________________________________
Name of Account at DTC Participant being
credited with the
Shares:
____________________________________________________________________________
Account Number at DTC Participant being
credited
with the Shares:__________________________________________________________________________________
4
D. Signatures
Your Consent is Hereby Given: By signing this Subscription
Agreement, including Annex II, you are explicitly agreeing to
receive documents electronically including your copy of this signed
Subscription Agreement as well as ongoing disclosures,
communications and notices.
By
signing below you acknowledge that the information set forth above
is accurate in all respects and that the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇
are authorized to rely on the information and authorizations
provided above.
SIGNATURES:
THE
UNDERSIGNED HAS THE AUTHORITY TO EXECUTE THIS SUBSCRIPTION
AGREEMENT, INCLUDING ANNEX II, ON BEHALF OF THE PERSON(S) OR ENTITY
REGISTERED ABOVE.
|
Subscriber:
_______________________________________
Name:
Date:
|
If
Joint Subscriber:
_______________________________________
Name:
Date:
|
|
Issuer:
By:
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Company: Level Brands, Inc.
Title: Chief Financial Officer and Chief Operating
Officer
5