Subscription Agreement Sample Contracts

Subscription Agreement

A subscription agreement defines the terms and conditions for the purchase of newly issued shares of stocks or bonds.  It is as way for small businesses in particular to secure funding through "silent partners."  Subscription agreements include terms such as the names of the parties to the agreement, the number of shares, and the price of the shares.

CTI Industries Corporation – Subscription Agreement (January 17th, 2019)

THE SECURITIES OFFERED HEREBY OF CTI INDUSTRIES CORPORATION HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THE SECURITIES OFFERED HEREBY CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THIS AGREEMENT AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND WILL NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH THIS AGREEMENT AND SUCH LAWS.

RMG Acquisition Corp. – Subscription Agreement (January 16th, 2019)

This Subscription Agreement (this "Agreement") is entered into as of January 16, 2019, by and among RMG Acquisition Corp., a Delaware corporation (the "Company"), RMG Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), and [PURCHASER], a [ * ] (the "Purchaser").

Rito Group Corp. – Subscription Agreement (January 15th, 2019)

This Subscription Agreement (this "Agreement") is made and entered into as of January 11, 2019 by and between RITO GROUP CORP., a Nevada corporation (the "Company") and the undersigned (the "Purchaser"). The Purchaser, together with the Company shall be referred to as the "Parties".

Skyline Medical Inc. – Subscription Agreement FOR COMMON STOCK (January 14th, 2019)
Quantum Computing Inc. – Quantum Computing Inc. Subscription Agreement Dated: August __, 2018 (January 9th, 2019)

THIS SUBSCRIPTION AND INVESTOR'S REPRESENTATION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING AND SALE (THE "OFFERING") BY QUANTUM COMPUTING, INC., A DELAWARE CORPORATION (THE "COMPANY") OF 8% CONVERTIBLE PROMISSORY NOTES IN THE AGGREGATE PRINCIPAL AMOUNT OF UP TO $15,000,000 (THE "NOTES"). THE NOTES CONVERT INTO SHARES OF THE COMPANY'S COMMON STOCK, PAR VALUE $0.0001 (THE "SHARES").

Vital Therapies Inc – Investment and Subscription Agreement (January 7th, 2019)

THIS INVESTMENT AND SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of January 6, 2019, by and among IMMUNIC AG, a stock corporation formed under the laws of Germany and registered with the commercial register (Handelsregister) of the local court of Munich (the "Commercial Register") under number HRB 223333 ("Immunic" or "Company"), and the parties listed on Exhibit A hereto as direct and certain indirect shareholders of the Company. Certain capitalized terms used in this Agreement are defined in Exhibit B.

Vital Therapies Inc – Investment and Subscription Agreement (January 7th, 2019)

THIS INVESTMENT AND SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of January 6, 2019, by and among IMMUNIC AG, a stock corporation formed under the laws of Germany and registered with the commercial register (Handelsregister) of the local court of Munich (the "Commercial Register") under number HRB 223333 ("Immunic" or "Company"), and the parties listed on Exhibit A hereto as direct and certain indirect shareholders of the Company. Certain capitalized terms used in this Agreement are defined in Exhibit B.

Subscription Agreement January 2, 2019 (January 3rd, 2019)
Imperial Holdings – Subscription Agreement (January 3rd, 2019)

The undersigned (the "Investor") hereby confirms its agreement with Emergent Capital, Inc., a Florida corporation (the "Company"), as follows:

Cytodyn Inc – Subscription Agreement (January 3rd, 2019)
Rito Group Corp. – Subscription Agreement (January 2nd, 2019)

This Subscription Agreement (this "Agreement") is made and entered into as of December 31, 2018 by and between RITO GROUP CORP., a Nevada corporation (the "Company") and the undersigned (the "Purchaser"). The Purchaser, together with the Company shall be referred to as the "Parties".

Flux Power Holdings, Inc. – Flux Power Holdings, Inc. Subscription Agreement (December 28th, 2018)

THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated December [___], 2018, is entered into by and between Flux Power Holdings, Inc., a Nevada corporation (the "Company"), and the person or entity executing the Agreement (the "Investor"). In this Agreement, the pronoun "it" means "he, "she," or "it," as appropriate.

Rito Group Corp. – Subscription Agreement (December 28th, 2018)

This Subscription Agreement (this "Agreement") is made and entered into as of December 24, 2018 by and between RITO GROUP CORP., a Nevada corporation (the "Company") and the undersigned (the "Purchaser"). The Purchaser, together with the Company shall be referred to as the "Parties".

Arcimoto Inc – Subscription Agreement (December 28th, 2018)

The undersigned (the "Investor") hereby confirms its agreement with Arcimoto, Inc., an Oregon corporation (the "Company"), as follows:

Rito Group Corp. – Subscription Agreement (December 28th, 2018)

This Subscription Agreement (this "Agreement") is made and entered into as of December 25, 2018 by and between RITO GROUP CORP., a Nevada corporation (the "Company") and the undersigned (the "Purchaser"). The Purchaser, together with the Company shall be referred to as the "Parties".

Cyty Capital Solutions Inc – Subscription Agreement CYTY CAPITAL SOLUTIONS INC. (December 26th, 2018)
Rito Group Corp. – Subscription Agreement (December 18th, 2018)

This Subscription Agreement (this "Agreement") is made and entered into as of December 17, 2018 by and between RITO GROUP CORP., a Nevada corporation (the "Company") and the undersigned (the "Purchaser"). The Purchaser, together with the Company shall be referred to as the "Parties".

MU GLOBAL HOLDING Ltd – Subscription Agreement (December 17th, 2018)

The undersigned (the "Subscriber"), desires to become a holder of common shares (the "Shares") of Mu Global Holding Limited., a corporation organized under the laws of the state of Nevada (the "Company"); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereby agrees as follows:

Asia Times Holdings Ltd – Subscription Agreement (December 17th, 2018)

This subscription agreement (this "Subscription") is dated _____, 2019, by and between the investor identified on the signature page hereto (the "Investor") and Asia Times Holdings Limited, a British Virgin Islands company limited by shares (the "Company"). The parties agree as follows:

Bigeon Corp. – Subscription Agreement (December 14th, 2018)

The undersigned (the Subscriber), desires to become a holder of common shares (the Shares) of Bigeon, a corporation organized under the laws of the state of Nevada (the Company); one share of Common Stock has a price of $0.02 per share. Accordingly, the Subscriber hereby agrees as follows:

One Madison Corp – Form of [Amended and Restated] Subscription Agreement (December 13th, 2018)

This [Amended and Restated] Subscription Agreement (this "Agreement") is entered into as of December 12, 2018, between One Madison Corporation, a Cayman Islands exempted company (the "Company"), and the party listed as the purchaser on the signature page hereof (the "Purchaser").

Wiseman Global Ltd – Subscription Agreement (December 12th, 2018)

The undersigned (the "Subscriber"), desires to become a holder of common shares (the "Shares") of Wiseman Global Limited., a corporation organized under the laws of the state of Nevada (the "Company"); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereby agrees as follows:

General Steel Holdings – Subscription Agreement (December 12th, 2018)

This Subscription Agreement (the "Agreement") dated as of November 29, 2018, has been executed by the undersigned (the "Subscriber") in connection with the offer and sale (the "Offering") of 14,285,715 shares (the "Shares") of common stock, $0.001 par value per share (the "Common Stock"), of General Steel Holdings, Inc., a Nevada corporation (the "Company"), at a price of US$0.035 per Share for an aggregate purchase price of US$500,000. The Offering of the Shares is being made in reliance upon the provisions of Regulation S ("Regulation S") promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). Upon the terms and subject to the conditions set forth herein, the Subscriber hereby agrees to purchase, and the Company hereby agrees to issue and sell the Shares. In consideration of the mutual promises, representations and warranties set forth herein, the Company and the Subscriber hereby agree as follows:

SUBSCRIPTION AGREEMENT by and Among CRONOS GROUP INC., ALTRIA SUMMIT LLC And, Solely for the Purposes Specified Herein, ALTRIA GROUP, INC. Dated as of December 7, 2018 (December 7th, 2018)
Wiseman Global Ltd – Subscription Agreement (December 4th, 2018)

The undersigned (the "Subscriber"), desires to become a holder of common shares (the "Shares") of Wiseman Global Limited., a corporation organized under the laws of the state of Nevada (the "Company"); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereby agrees as follows:

Arcimoto Inc – Subscription Agreement (November 21st, 2018)

The undersigned (the "Investor") hereby confirms its agreement with Arcimoto, Inc., an Oregon corporation (the "Company"), as follows:

Turbine Truck Engines – RE: Amend the 10-10-18 Letter of Intent Termination Date and the CAD$5,000,000 Subscription Agreement Purchase Dates, Purchase Amounts, the Price Per Share and the Currency Conversion Rate Quote Source Dear Mr. Rasouli: (November 20th, 2018)

Novo Integrated Sciences, Inc., a Nevada corporation ("NVOS"), Novo Healthnet Limited, an Ontario corporation and CannaPiece Group Inc., an Ontario corporation ("CG"), are parties to the Letter of Intent, dated 10-10-18, as attached hereto as Exhibit A (the "LOI").

Platinum Eagle Acquisition Corp. – Subscription Agreement (November 19th, 2018)

This SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is entered into on November 13, 2018, by and between Platinum Eagle Acquisition Corp., a Cayman Islands exempted company (which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) and in connection therewith change its name to Target Hospitality Corp.) (the "Company"), and each undersigned Subscriber (each as individually used herein, a "Subscriber"). Each Subscriber is acting severally and not jointly with any other Subscriber, including, without limitation, the obligation to purchase Subscribed Shares (as defined below) hereunder and the representations and warranties of each Subscriber hereunder (which are made by each Subscriber as to itself only).

Aptorum Group Ltd – SUBSCRIPTION AGREEMENT Class a Ordinary Shares of Aptorum Group Limited (November 15th, 2018)

This subscription agreement (this "Subscription Agreement") is dated _________, 2018, by and between the investor identified on the signature page hereto (the "Investor") and Aptorum Group Limited, a Cayman Islands exempted company (the "Company"). The parties agree as follows:

Fitlife Brands, Inc. – Subscription Agreement (November 14th, 2018)

Complete and sign this Subscription Agreement. Please be sure to initial the appropriate "accredited investor" category in Box C.

Blue Star Foods Corp. – Amendment No. 1 to Subscription Agreement (November 14th, 2018)

THIS AMENDMENT (this "Amendment") is made as of November 18, 2018, by and between Blue Star Foods Corp., a Delaware corporation (the "Company"), and the Purchasers set forth on the signature pages affixed hereto (individually, a "Purchaser" or collectively, the "Purchasers").

Blue Star Foods Corp. – Subscription Agreement (November 14th, 2018)

This Subscription Agreement (this "Agreement") has been executed by the purchaser set forth on the signature page hereof (the "Purchaser") in connection with the private placement offering (the "Offering") by Blue Star Foods Corp., a Delaware corporation (the "Company"), of a minimum of $1,000,000 (the "Minimum Offering") and a maximum of $3,000,000 of Units (as defined below) of the Company's securities, at a purchase price of $1,000 per Unit (the "Purchase Price"). Each "Unit" shall consist of (i) one share (each, a "Share" and, collectively, the "Shares") of the Company's Series A convertible preferred stock, par value $0.0001 per share (the "Series A Preferred Stock"), initially convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a conversion rate of 500-for-1 (a total of 500 shares of Common Stock per Unit) (the "Conversion Rate"), and (ii) a warrant, substantially in the form of Exhibit A hereto (each, a "Warrant" and, colle

Empire Resorts – Subscription Agreement (November 14th, 2018)
Bioplus Life Corp. – Subscription Agreement (November 14th, 2018)

The undersigned (the "Subscriber"), desires to become a holder of common shares (the "Shares") of Bioplus Life Corp., a corporation organized under the laws of the state of Nevada (the "Company"); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereby agrees as follows:

Pack Fuerte, Inc. – DATED THE [Day] DAY OF [Month,year] BETWEEN SBS MINING CORP MALAYSIA SDN. BHD. (Incorporated in Malaysia) (Company No. 829349-K) AND [Name] [Identification Number] SUBSCRIPTION AGREEMENT FOR PREFERENCE SHARES IN SBS MINING CORP MALAYSIA SDN. BHD. (Company No. 829349-K) Prepared By: (November 13th, 2018)