Regulation D Subscription Agreement Sample Contracts

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Show King Holdings Inc. – REGULATION D SUBSCRIPTION AGREEMENT Show King Holdings Inc. (March 25th, 2015)

The undersigned (the "Subscriber") and Show King Holdings Inc. (the "Company") entered this Subscription Agreement on June 30, 2014. The parties mutually agree as follows:

Show King Holdings Inc. – REGULATION D SUBSCRIPTION AGREEMENT Show King Holdings Inc. (March 25th, 2015)

The undersigned (the "Subscriber") and Show King Holdings Inc. (the "Company") entered this Subscription Agreement on December 31, 2013. The parties mutually agree as follows:

Show King Holdings Inc. – REGULATION D SUBSCRIPTION AGREEMENT Show King Holdings Inc. (March 25th, 2015)

The undersigned (the "Subscriber") and Show King Holdings Inc. (the "Company") entered this Subscription Agreement on December 27, 2013. The parties mutually agree as follows:

Show King Holdings Inc. – REGULATION D SUBSCRIPTION AGREEMENT Show King Holdings Inc. (March 25th, 2015)

The undersigned (the "Subscriber") and Show King Holdings Inc. (the "Company") entered this Subscription Agreement on June 30, 2014. The parties mutually agree as follows:

Show King Holdings Inc. – REGULATION D SUBSCRIPTION AGREEMENT Show King Holdings Inc. (March 25th, 2015)

The undersigned (the "Subscriber") and Show King Holdings Inc. (the "Company") entered this Subscription Agreement on December 31, 2013. The parties mutually agree as follows:

San Lotus Holding Inc – Regulation D Subscription Agreement (August 13th, 2014)

The undersigned (each the "Subscriber", and collectively the "Subscribers") and San Lotus Holding Inc. (the "Company") entered this Subscription Agreement on August 11, 2014. The parties mutually agree as follows:

San Lotus Holding Inc – Regulation D Subscription Agreement (August 13th, 2014)

The undersigned (the "Subscriber") and San Lotus Holding Inc. (the "Company") entered this Subscription Agreement on August 11, 2014. The parties mutually agree as follows:

San Lotus Holding Inc – REGULATION D SUBSCRIPTION AGREEMENT San Lotus Holding Inc. (March 18th, 2014)

The undersigned (each the "Subscriber", and collectively the "Subscribers") and San Lotus Holding Inc. (the "Company") entered this Subscription Agreement on March 13, 2014. The parties mutually agree as follows:

San Lotus Holding Inc – REGULATION D SUBSCRIPTION AGREEMENT San Lotus Holding Inc. (March 14th, 2014)

The undersigned (each the "Subscriber", and collectively the "Subscribers") and San Lotus Holding Inc. (the "Company") entered this Subscription Agreement on March 13, 2014. The parties mutually agree as follows:

San Lotus Holding Inc – REGULATION D SUBSCRIPTION AGREEMENT San Lotus Holding Inc. (December 30th, 2013)

The undersigned (the "Subscriber") and San Lotus Holding Inc. (the "Company") entered this Subscription Agreement on December 27, 2013. The parties mutually agree as follows:

San Lotus Holding Inc – Regulation D Subscription Agreement (November 4th, 2013)

The undersigned (each a "Subscriber" and collectively the "Subscribers") and San Lotus Holding Inc. (the "Company"), a Nevada corporation having offices at 3F-B302D, No. 185, Kewang Road, Longtan Township, Taoyuan County 325, Taiwan, enter this Subscription Agreement on October 29, 2013. The parties mutually agree as follows:

Corindus Vascular Robotics, Inc. – To: Your Internet Defender Inc. (October 11th, 2011)
Westpoint Energy, Inc. – Westpoint Energy, Inc. Regulation D Subscription Agreement and Investment Representation (July 1st, 2011)
Nugen Holdings, Inc. – Regulation D Subscription Agreement and Investment Representation Section I (April 18th, 2011)

Subscription. The undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase from NuGen Holdings, Inc., a Delaware corporation (the "Company") in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") for the number of shares of Series B Convertible Preferred Stock and Warrants. The terms of the Series B Convertible Preferred Stock and Warrants are more fully described in the Certificate of Designation of the Preferred Stock and Warrant Agreement attached hereto as Exhibits A and B, respectively.

Gold Swap Inc. Regulation D Subscription Agreement (March 30th, 2011)
SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE ACCELERIZE NEW MEDIA, INC. UNIT OFFERING REGULATION D SUBSCRIPTION AGREEMENT Common Stock and Warrants (October 22nd, 2010)

THIS SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is made as of the ______ day of ____________, 2010, between Accelerize New Media, Inc. a corporation organized under the laws of the State of Delaware (the "COMPANY"), and ____________________, the Subscriber ("SUBSCRIBER"), as set forth on the execution pages hereof.

Tundra Gold Corp. – Tundra Gold Corp. Regulation D Subscription Agreement and Investment Representation (August 26th, 2010)
Greencell Inc – Common Stock Offering Regulation D Subscription Agreement (May 27th, 2010)

THE SHARES OF THE COMMON STOCK OF GREENCELL, INCORPORATED BEING OFFERED HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE ACCELERIZE NEW MEDIA, INC. UNIT OFFERING REGULATION D SUBSCRIPTION AGREEMENT Common Stock and Warrants (May 6th, 2010)

THIS SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is made as of the ______ day of ____________, 2009, between Accelerize New Media, Inc. a corporation organized under the laws of the State of Delaware (the "COMPANY"), and ____________________, the Subscriber ("SUBSCRIBER"), as set forth on the execution pages hereof.

Regulation D Subscription Agreement and Investment Representation (April 22nd, 2009)
Eglobe Inc – E Global Marketing Inc. Regulation D Subscription Agreement and Investment Representation Section 1. (December 31st, 2008)
Clearview Acquisitions, Inc. Regulation D Subscription Agreement and Investment Representation (December 22nd, 2008)
Map Financial Group, Inc. – Regulation D Subscription Agreement and Investment Representation (September 29th, 2008)
Biozoom Inc. – To: Entertainment Art, Inc. (July 18th, 2008)
Israeli Historical Sight Seeing Co. – Israel Historical Sightseeing Co. Regulation D Subscription Agreement and Investment Representation Section 1. (June 3rd, 2008)
Form of Regulation D Subscription Agreement (December 5th, 2007)

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED.

Lincoln Mining Corp – Rule 506 of Regulation D Subscription Agreement (Accredited Investors Only) (August 28th, 2007)

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Karat Platinum, Inc. – Sentra Consulting Corp. Regulation D Subscription Agreement and Investment Representation Section 1 (August 24th, 2007)

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT."

Exhibit a Subscription Agreement and Investor Questionnaire Accelerize New Media, Inc. Unit Offering Regulation D Subscription Agreement (August 13th, 2007)

THIS SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is made as of the ______ day of ____________, 2007, between Accelerize New Media, Inc. a corporation organized under the laws of the State of Delaware (the "COMPANY"), and ____________________, the Subscriber ("SUBSCRIBER"), as set forth on the execution pages hereof.

Paneltech International Holdings, Inc. – Charleston Basics, Inc. Regulation D Subscription Agreement and Investment Representation (August 8th, 2007)
Energtek Inc – Energtek, Inc. Regulation D Subscription Agreement and Investment Representation Section 1. (March 2nd, 2007)

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT."

Karat Platinum, Inc. – Sentra Consulting Corp. Regulation D Subscription Agreement and Investment Representation (February 9th, 2007)
Kesselring Holding Corporation. – Offline Consulting, Inc. Regulation D Subscription Agreement and Investment Representation (December 7th, 2006)
Terrapin Enterprises, Inc. Regulation D Subscription Agreement and Investment Representation (June 1st, 2006)
Applied Nanotech Holdings, Inc. – Regulation D Subscription Agreement (October 25th, 2005)

THIS SUBSCRIPTION IS ACCEPTED BY THE COMPANY AND THE COMPANY AGREES TO BE BOUND BY THE TERMS AND CONDITIONS THEREOF THIS 20th DAY OF OCTOBER, 2005.