Regulation S Subscription Agreement Sample Contracts

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SolarWindow Technologies, Inc. – REGULATION S SUBSCRIPTION AGREEMENT FOR UNITS (Canadian and Non-Us Persons) (September 29th, 2017)

This Subscription Agreement (this "Agreement") is entered into by and between SOLARWINDOW TECHNOLOGIES, INC., a Nevada corporation (the "Company") and the subscriber whose name is set forth on the signature pages affixed hereto (the "Subscriber").

Yi Xi Xin Inc – Yi Xi Xin, Inc. Regulation S Subscription Agreement (April 24th, 2017)
Atlan Media, Inc. – Atlan Media, Inc. Regulation S Subscription Agreement (August 24th, 2016)
Atlan Media, Inc. – Atlan Media, Inc. Regulation S Subscription Agreement (August 11th, 2016)
Atlan Media, Inc. – Atlan Media, Inc. Regulation S Subscription Agreement (July 27th, 2016)
Atlan Media, Inc. – Atlan Media, Inc. Regulation S Subscription Agreement (June 10th, 2016)
Atlan Media, Inc. – Atlan Media, Inc. Regulation S Subscription Agreement (May 6th, 2016)
Brisset Beer International, Inc. – Brisset Beer International, Inc. REGULATION S SUBSCRIPTION AGREEMENT SECTION 1 (December 24th, 2015)

The undersigned is not a U.S. Person (as defined below) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Securities for the account or benefit of a U.S. Person. A U.S. Person means any one of the following:

Brisset Beer International, Inc. – Brisset Beer International, Inc. REGULATION S SUBSCRIPTION AGREEMENT SECTION 1 (November 17th, 2015)

The undersigned is not a U.S. Person (as defined below) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Securities for the account or benefit of a U.S. Person. A U.S. Person means any one of the following:

Brisset Beer International, Inc. – Brisset Beer International, Inc. REGULATION S SUBSCRIPTION AGREEMENT SECTION 1 (August 11th, 2015)

The undersigned is not a U.S. Person (as defined below) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Securities for the account or benefit of a U.S. Person. A U.S. Person means any one of the following:

Contract (May 29th, 2015)

ALL INVESTORS, INCLUDING INVESTORS BOTH IN CANADA AND IN THE UNITED STATES, WILL BE SUBJECT TO A MINIMUM SIX MONTH RESTRICTED HOLD PERIOD ON THEIR SHARES.

Event Cardio Group Inc. – REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION Preliminary Statement (March 11th, 2015)

Event Cardio Group, Inc., a Nevada corporation (the "Company"), is offering up to US$2,000,000 principal amount of its 8% convertible notes due January 31, 2018 in the form annexed hereto as Exhibit A (the "Notes"). The Notes are convertible into shares of the Company's common stock at an initial conversion price of $0.15 per share, and, in the case of the Notes to be issued to the subscribers for the first US$500,000 principal amount of Notes to be issued in this offering, if prepaid by the Company at any time the volume weighted average price of the common stock for the preceding ten trading days is less than $0.15 per share, the holders of the Notes in the aggregate principal amount of US$500,000 will be entitled to receive warrants to purchase one percent of the then outstanding shares of common stock exercisable for a period of three years at an exercise price of $0.15 per share, but which may be exercised on a cashless basis (the "Warrants").

Brisset Beer International, Inc. – Brisset Beer International, Inc. REGULATION S SUBSCRIPTION AGREEMENT SECTION 1 (March 2nd, 2015)

The undersigned is not a U.S. Person (as defined below) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Securities for the account or benefit of a U.S. Person. A U.S. Person means any one of the following:

Tianli Agritech – Regulation S Subscription Agreement and Investment Representation (December 2nd, 2014)

This Regulation S Subscription and Investment Representation is entered into this 25th day of November, 2014 among Aoxin Tianli Group, Inc., a British Virgin Islands corporation (the "Company"), and the subscribers whose name appear on the signature page(s) hereto (the "Investors").

Guided Therapeutics, Inc. – Contract (September 8th, 2014)

THIS SUBSCRIPTION AGREEMENT RELATES TO SECURITIES THAT ARE BEING OFFERED AND SOLD PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") IN AN "OFFSHORE TRANSACTION" TO PERSONS WHO ARE NOT "U.S. PERSONS" (EACH AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT, OR ANY APPLICABLE U.S. STATE OR FOREIGN SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN COMPLIANCE WITH APPLICABLE STATE AND FOREIGN SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURI

Brisset Beer International, Inc. – Buckeye Oil & Gas, Inc. REGULATION S SUBSCRIPTION AGREEMENT SECTION 1 (August 14th, 2014)

The undersigned is an U.S. Person (as defined below) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Securities for the account or benefit of a U.S. Person. A U.S. Person means any one of the following:

Tianli Agritech – Regulation S Subscription Agreement and Investment Representation (June 18th, 2014)

This Regulation S Subscription and Investment Representation is entered into this 6th day of June, 2014 between Tianli Agritech, Inc., a British Virgin Islands corporation (the "Company"), and Houliang Yu (the "Investor").

Sigma Labs, Inc. – Sigma Labs, Inc. Regulation S Subscription Agreement and Confidential Purchaser Questionnaire (March 31st, 2014)
Tianli Agritech – Regulation S Subscription Agreement and Investment Representation (March 27th, 2014)

This Regulation S Subscription and Investment Representation is entered into this 24th day of March, 2014 between Tianli Agritech, Inc., a British Virgin Islands corporation (the "Company"), and Mr. Ping Wang (the "Investor").

Brisset Beer International, Inc. – Buckeye Oil & Gas, Inc. REGULATION S SUBSCRIPTION AGREEMENT (March 3rd, 2014)
Tianli Agritech – Regulation S Subscription Agreement and Investment Representation (September 30th, 2013)

This Regulation S Subscription and Investment Representation is entered into this 28th day of September, 2013 between Tianli Agritech, Inc., a British Virgin Islands corporation (the "Company"), and Mr. Gong Wei (the "Investor").

Stella Blu, Inc – Stella Blu, Inc. Regulation S Subscription Agreement and Investment Representation (July 29th, 2013)
Owlhead Minerals Corp. – Regulation S Subscription Agreement for Shares (June 14th, 2013)

The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase from Owlhead Minerals Corp. that number of common shares (the "Shares") set out below at a price of US$0.10 per Share. The Subscriber agrees to be bound by the terms and conditions set forth in the attached "Terms and Conditions of Subscription for Shares". This is an Offering under Regulation S of US Securities laws.

Brisset Beer International, Inc. – Buckeye Oil & Gas, Inc. Regulation S Subscription Agreement and Investment Representation (February 28th, 2013)
CHINA SHOUGUAN MINING Corp – China Shouguan Mining Corporation Regulation S Subscription Agreement (February 15th, 2013)

Subscription agreement, dated as of February 8, 2013, by and between the person whose name(s) appear(s) at the signature page of this agreement (the "Investor" or the "undersigned") and China Shouguan Mining Corporation, a Nevada corporation (the "Company"), with an address of Room 3207, New World Centre, 6009 Yitian Road, Futian District, Shenzhen, PR China;

Grizzly Gold Corp. Regulation S Subscription Agreement and Investment Representation (October 18th, 2012)
CHINA SHOUGUAN MINING Corp – China Shouguan Mining Corporation Regulation S Subscription Agreement (August 9th, 2012)

Subscription agreement, dated as of August 3rd, 2012, by and between the person whose name(s) appear(s) at the signature page of this agreement (the "Investor" or the "undersigned") and China Shouguan Mining Corporation, a Nevada corporation (the "Company"), with an address of Room 3207, New World Centre, 6009 Yitian Road, Futian District, Shenzhen, PR China;

CHINA SHOUGUAN MINING Corp – China Shouguan Mining Corporation Regulation S Subscription Agreement (August 9th, 2012)

Subscription agreement, dated as of August 3rd, 2012, by and between the person whose name(s) appear(s) at the signature page of this agreement (the "Investor" or the "undersigned") and China Shouguan Mining Corporation, a Nevada corporation (the "Company"), with an address of Room 3207, New World Centre, 6009 Yitian Road, Futian District, Shenzhen, PR China;

CHINA SHOUGUAN MINING Corp – China Shouguan Mining Corporation Regulation S Subscription Agreement (August 9th, 2012)

Subscription agreement, dated as of August 3rd, 2012, by and between the person whose name(s) appear(s) at the signature page of this agreement (the "Investor" or the "undersigned") and China Shouguan Mining Corporation, a Nevada corporation (the "Company"), with an address of Room 3207, New World Centre, 6009 Yitian Road, Futian District, Shenzhen, PR China;

CHINA SHOUGUAN MINING Corp – China Shouguan Mining Corporation Regulation S Subscription Agreement (August 9th, 2012)

Subscription agreement, dated as of August 3rd, 2012, by and between the person whose name(s) appear(s) at the signature page of this agreement (the "Investor" or the "undersigned") and China Shouguan Mining Corporation, a Nevada corporation (the "Company"), with an address of Room 3207, New World Centre, 6009 Yitian Road, Futian District, Shenzhen, PR China;

CHINA SHOUGUAN MINING Corp – China Shouguan Mining Corporation Regulation S Subscription Agreement (August 9th, 2012)

Subscription agreement, dated as of August 3rd, 2012, by and between the person whose name(s) appear(s) at the signature page of this agreement (the "Investor" or the "undersigned") and China Shouguan Mining Corporation, a Nevada corporation (the "Company"), with an address of Room 3207, New World Centre, 6009 Yitian Road, Futian District, Shenzhen, PR China;

CHINA SHOUGUAN MINING Corp – China Shouguan Mining Corporation Regulation S Subscription Agreement (August 9th, 2012)

Subscription agreement, dated as of August 3rd, 2012, by and between the person whose name(s) appear(s) at the signature page of this agreement (the "Investor" or the "undersigned") and China Shouguan Mining Corporation, a Nevada corporation (the "Company"), with an address of Room 3207, New World Centre, 6009 Yitian Road, Futian District, Shenzhen, PR China;

CHINA SHOUGUAN MINING Corp – China Shouguan Mining Corporation Regulation S Subscription Agreement (August 9th, 2012)

Subscription agreement, dated as of August 3rd, 2012, by and between the person whose name(s) appear(s) at the signature page of this agreement (the "Investor" or the "undersigned") and China Shouguan Mining Corporation, a Nevada corporation (the "Company"), with an address of Room 3207, New World Centre, 6009 Yitian Road, Futian District, Shenzhen, PR China;

CHINA SHOUGUAN MINING Corp – China Shouguan Mining Corporation Regulation S Subscription Agreement (August 9th, 2012)

Subscription agreement, dated as of August 3rd, 2012, by and between the person whose name(s) appear(s) at the signature page of this agreement (the "Investor" or the "undersigned") and China Shouguan Mining Corporation, a Nevada corporation (the "Company"), with an address of Room 3207, New World Centre, 6009 Yitian Road, Futian District, Shenzhen, PR China;

Westpoint Energy, Inc. – Westpoint Energy, Inc. Regulation S Subscription Agreement and Investment Representation (July 20th, 2012)