Form of Subscription Agreement Sample Contracts

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FORM OF SUBSCRIPTION AGREEMENT LANDA APP LLC - [ ] Shares are being facilitated through Dalmore Group, LLC, a registered broker-dealer and a member of FINRA and SIPC (the “Broker”) NOTICE TO INVESTORS
Form of Subscription Agreement • October 7th, 2021 • Landa App LLC • Real estate • New York

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.

FORM OF SUBSCRIPTION AGREEMENT SERIES [*], A SERIES OF MASTERWORKS VAULT 5, LLC NOTICE TO INVESTORS
Form of Subscription Agreement • February 15th, 2024 • Masterworks Vault 5, LLC • Retail-retail stores, nec • New York

Investing in membership interests represented by Class A ordinary shares (“Shares”) of Series [*] (the “Series”), a series of Masterworks Vault 5, LLC (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Shares, and if a public market develops following this offering (the “Offering”), it may not continue.

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • December 9th, 2016 • Quicklogic Corporation • Semiconductors & related devices • New York

The undersigned (the “Investor”) hereby confirms its agreement with QuickLogic Corporation, a Delaware corporation (the “Company”), as follows:

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • January 24th, 2023 • Silverman Scott R • Investors, nec

This Subscription Agreement is entered into as of January 17, 2023, between Scott R. Silverman, an individual whose principal residence is at the address set forth on the signature page hereto (hereinafter “Subscriber”), and C-Bond Systems, Inc., a Colorado corporation (the “Company”) concerning an investment in the amount set forth on the signature page hereto (the “Common Stock”). The Subscriber and the Company agree as follows:

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • May 30th, 2013 • Navios Maritime Acquisition CORP • Deep sea foreign transportation of freight • New York

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • September 1st, 2021 • C-Bond Systems, Inc • Investors, nec • Texas

This Subscription Agreement is entered into as of August 25, 2021, between [ ], an individual whose principal residence is at the address set forth on the signature page hereto (hereinafter “Subscriber”), and C-Bond Systems, Inc., a Colorado corporation (the “Company”), concerning an investment in the amount set forth on the signature page hereto. The Subscriber and the Company agree as follows:

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • July 12th, 2023 • aShareX Fine Art, LLC • Services-business services, nec • Delaware

This Subscription Agreement (“Agreement”) is made as of the date set forth below by and between the undersigned (“Subscriber” or “you”) and aShareX Fine Art, LLC, a Delaware series limited liability company (the “Company” or “we” or “us” or “our”). By submitting a Winning Bid at the Auction to purchase a fractionalized interest in the artwork identified on the Annex A attached hereto (the “Artwork”), you agreed, pursuant to your Auction Agreement between you and the Company, to acquire membership interests in the Company equivalent in value to your Winning Bid. The membership interests are represented by Class A shares (the “Shares”) of aShareX Fine Art Series __ (the “Series”), a series established by the Company to acquire the Artwork. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as supplemented from time to time (the “Offering Circular”).

Form of Subscription Agreement
Form of Subscription Agreement • July 28th, 2014 • VistaGen Therapeutics, Inc. • Pharmaceutical preparations • New York

This Subscription Agreement (this “Agreement”) is dated as of [___], 2014 between VistaGen Therapeutics, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”).

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • June 15th, 2011 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • California

THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of June 14, 2011, by and among Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the "Company"), and the subscriber identified on the signature page hereto ("Subscriber").

Atomic Studios, Inc. FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • January 14th, 2020 • Atomic Studios, Inc. • Cable & other pay television services • Wyoming

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • July 28th, 2011 • Press Ventures, Inc. • Metal mining • Nevada

THIS SUBSCRIPTION AGREEMENT (“Agreement”) made as of this __ day of ___________, 2011, by and among PRESS VENTURES, INC., a Nevada corporation (the “Company”), and the undersigned subscriber of securities of the Company (the “Subscriber”).

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • August 14th, 2019 • DPW Holdings, Inc. • Electronic components, nec • New York

The undersigned investor (“Investor”) hereby tenders this Subscription Agreement (the “Agreement”) in connection with such Investor’s purchase, in accordance with the terms hereof, of DPW Notes (each, a “Note” and collectively, the “Notes”) issued by DPW Holdings, Inc., a Delaware corporation (“DPW” or the “Company”). Investor understands that the Offering is being made without registration of the Notes under the Securities Act of 1933, as amended (the “Securities Act”). The Company has qualified with the Securities and Exchange Commission (“SEC”), in a Regulation A offering of the Notes, the Company’s Form 1-A and amendments and supplements thereto (collectively, the “Offering Statement”), which can be obtained from the SEC EDGAR filing website. No decision to invest in the Notes should be made without reading the Offering Statement and the other Note Purchase Documents (as defined herein).

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • May 1st, 2008 • National Security Solutions Inc. • Blank checks • Delaware

SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this day of , 2008, for the benefit of National Security Solutions Inc., a Delaware corporation (the “Company”), having its principal place of business at 300 Delaware Avenue, Suite 1264, Wilmington, DE 19801, by (the “Subscriber”).

FORM OF SUBSCRIPTION AGREEMENT (Foresite) February 18, 2021
Form of Subscription Agreement • February 19th, 2021 • HighCape Capital Acquisition Corp. • Blank checks • New York

In connection with the proposed business combination (the “Transaction”) between HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and Quantum-SI Incorporated, a Delaware corporation (“Target”), pursuant to that certain Business Combination Agreement, dated as of February 18, 2021 (as it may be amended, the “Transaction Agreement”), by and among, the Company, Target and certain other parties named therein, the Company agrees to sell to the Subscriber, and the Subscriber agrees to purchase from the Company [●] shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of $0.001 per share (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”). In connection therewith, the Subscriber and the Company agree in this subscription agreement (this “Subscription Agreement”) as follows:

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • March 4th, 2015 • Bionik Laboratories Corp. • Services-offices & clinics of doctors of medicine • New York
FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • December 17th, 2007 • Asia Special Situation Acquisition Corp • Blank checks

This SUBSCRIPTION AGREEMENT (“Agreement”) made as of this __day of ____2007 for the benefit of Asia Special Situation Acquisition Corp., a Cayman Islands corporation (the “Company”), having its principal place of business at P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, by the persons or entities listed on the signature page hereto under the heading “Subscriber” (each a “Subscriber” and collectively, the “Subscribers”).

FORM OF SUBSCRIPTION AGREEMENT Elderwatch, Inc. Suite 203, Sunrise FL 33322 Gentlemen:
Form of Subscription Agreement • January 3rd, 2005 • Elderwatch Inc • Services-nursing & personal care facilities • Florida

The Company is offering a minimum of two hundred thousand Shares ($50,000) and a maximum of sight hundred thousand Shares ($200,000) (the "Offering").

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • November 30th, 2015 • Sun Dental Holdings, LLC • Dental equipment & supplies • Florida

The undersigned (the “Subscriber”), desires to purchase Class A Common Units (the “Units”) of Sun Dental Holdings, LLC, a Florida limited liability company (the “Company”). This Agreement is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the “Offering”) for sale by the Company of Class A Common Units (the “Units”) as described in the Company’s Offering Circular dated , 2015 (the “Offering Circular”), a copy of which has been delivered to Subscriber.

Atomic Studios, Inc. FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • November 25th, 2019 • Atomic Studios, Inc. • Wyoming

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

Form of Subscription Agreement
Form of Subscription Agreement • June 10th, 2022 • Eco Bright Future, Inc. • Electrical work

This subscription (this “Subscription”) is dated this __th day of _______ 20__, by and between the investor identified on the signature page hereto (the “Investor”) and Eco Bright Future Inc., a corporation organized under the laws of the State of Wyoming (the “Company”), whereby the parties agree as follows:

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • January 21st, 2010 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

The undersigned (the “Investor”) hereby confirms its agreement with Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”) as follows:

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FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • December 7th, 2021 • Oaktree Acquisition Corp. II • Blank checks

This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among Oaktree Acquisition Corp. II, a Cayman Islands exempted company (“SPAC”), Alvotech Lux Holdings S.A.S, a simplified joint stock company (société par actions simplifiée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 9, rue de Bitbourg, L-1273, Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg trade and companies register under number B258884 (“TopCo”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SPAC, Alvotech Holdings S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • March 26th, 2012 • Astex Pharmaceuticals, Inc • Pharmaceutical preparations • New York

o A. Delivery by crediting the account of the Investor’s prime broker (as specified by such Investor on Exhibit A annexed hereto) through the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system, whereby Investor’s prime broker shall initiate a DWAC transaction on the Closing Date using its DTC participant identification number, and the Shares are released by [insert name of transfer agent], the Company’s transfer agent (the “Transfer Agent”), at the Company’s direction. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:

FORM OF SUBSCRIPTION AGREEMENT] SUBSCRIPTION AGREEMENT RICK’S CABARET INTERNATIONAL, INC.
Form of Subscription Agreement • June 28th, 2010 • Ricks Cabaret International Inc • Retail-eating & drinking places • Texas

The undersigned, _____________, ____________________________ (the "Subscriber"), understands that Rick’s Cabaret International, Inc., a Texas Corporation (the "Company") is offering for sale to the undersigned its 10% Convertible Debenture in the principal amount of $_________ (the “Debenture”), convertible into shares of common stock, par value $0.01, of the Company (the “Common Stock”) at a conversion price of $10.25 per share, as set forth in the Debenture, and a warrant to purchase ______ shares of Common Stock of the Company at an exercise price of $10.25 (the “Warrant”), as set forth in the Warrant. The Debenture and the Warrant are hereinafter collectively referred to as the “Unit.” The Subscriber acknowledges and understands that the offering of the Unit (the "Offering") is being made without registration of the Unit, the Debenture, the Common Stock into which the Debenture is convertible, the Warrant or the Common Stock for which the Warrant is exercisable, under the Securitie

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • July 13th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks • Delaware

This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (“Ivanhoe”), and the undersigned Investor (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Ivanhoe, SES Holdings Pte. Ltd. (the “Company”), and Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares and a direct, wholly-owned subsidiary of Ivanhoe (“Amalgamation Sub”), pursuant to which, among other things, the Company and Amalgamation Sub will amalgamate under Sections 215A to 215G of the Singapore Companies Act, with the Company continuing as the amalgamated company (the “Transaction”). Prior to the closing of the Transaction (and as more fully described in the Business Co

FORM OF SUBSCRIPTION AGREEMENT For use by Zion acting as Subscription Agent SUBSCRIPTION CERTIFICATE FOR RIGHTS OFFERING FOR HOLDERS OF RECORD ON _________, 2009
Form of Subscription Agreement • July 29th, 2009 • Zion Oil & Gas Inc • Oil & gas field exploration services

ZION OIL & GAS, INC. (the “Company”) is conducting a rights offering (the “Rights Offering”) that entitles the holders of the Company’s common stock, $0.01 par value per share (the “Common Stock”), as of the close of business on _________, 2009 (the “Record Date”) to receive .13 of a subscription right (each, a “Right”) for each share of Common Stock held of record on the Record Date. No fractional shares or cash in lieu thereof will be issued or paid. Instead, the number of Rights received will be rounded up to the next largest whole number. Each whole Right entitles the holder to subscribe for and purchase one share of Common Stock (the “Basic Subscription Right”) at a subscription price of $5.00 per share.

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • August 26th, 2014 • Goldman Sachs MLP & Energy Renaissance Fund

This Subscription Agreement is hereby made as of the 14th day of August, 2014, by and between Goldman Sachs MLP and Energy Renaissance Fund, a Delaware statutory trust (“Trust”) and The Goldman Sachs Group, Inc. (“Subscriber”).

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware

This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into this 29th day of October, 2018, by and between Differential Brands Group Inc., a Delaware corporation (the “Company”) and each undersigned subscriber (each, a “Subscriber”).

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • November 15th, 2010 • Starboard Investment Trust • Delaware
FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • July 23rd, 2020 • Elegance Brands, Inc. • Malt beverages • Delaware

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • March 24th, 2021 • Modiv Acquisition Corp. • Blank checks
Form of Subscription Agreement
Form of Subscription Agreement • October 28th, 2013 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York

The undersigned (the “‘Investor”) hereby confirms its agreement with Delcath Systems, Inc., a Delaware corporation (the “Company”), as follows:

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • December 18th, 2007 • Highland Floating Rate Fund

THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is entered into as of December ___, 2007, between Highland Floating Rate Fund, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and Highland Capital Management, L.P. (the “Purchaser”). The parties to this Agreement hereby agree as follows:

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • August 1st, 2018 • KalVista Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

No later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall direct the broker-dealer at which the account or accounts to be credited with the SHARES are maintained to set up a Deposit/Withdrawal at Custodian (“DWAC”) instructing the Transfer Agent to credit such account or accounts with the SHARES.

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