Common use of Subscription Clause in Contracts

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 3 contracts

Sources: Subscription Agreement (SlideBelts Inc.), Subscription Agreement (SlideBelts Inc.), Subscription Agreement (SlideBelts Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Fan Owned Club, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 10 per share of Class A Common Stock (the “Per Security Price”), ) or subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles the Certificate of Incorporation Incorporation, as amended, included in the Exhibits to the Form C of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company company filed with the SEC (the “Offering StatementForm C”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ a Form C (the “Offering CircularForm C) ), filed with the SEC as part of the Offering Statement. Form C. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular Form C and Offering Statement, including exhibits the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. Copies of all SEC filings can also be viewed via following the link on the Company’s website to all documents filed with SEC. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 107,000 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”)) or until the maximum number of shares under the Offering are sold. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Appears in 3 contracts

Sources: Subscription Agreement, Subscription Agreement, Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the SecuritiesCommon Stock)) of GolfSuites 1, of SlideBelts Inc., a Delaware corporation Corporation, (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock listed on the subscription agreement signature page below (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is also listed on the subscription agreement signature page below. The Class A Common Stock is being subscribed for under this Subscription Agreement are also referred to as the “Securities.” The rights and preferences of the Class A Common Stock are as set forth in the Amended and Restated Articles Certificate of Incorporation of the CompanyIncorporation, as amended (the “Restated Articles”), filed as an exhibit included exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 6,000,000 shares of Common Stock (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.

Appears in 3 contracts

Sources: Subscription Agreement (GolfSuites 1, Inc.), Subscription Agreement (GolfSuites 1, Inc.), Subscription Agreement (GolfSuites 1, Inc.)

Subscription. (a) The undersigned (the SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares (the “SecuritiesShares)) of common stock, par value $0.001 per share, of SlideBelts Fortune Nickel and Gold Inc., a Delaware New York corporation (the “Company”), . Such purchases shall be made at a purchase price of $0.37 0.10 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of minimum purchase that may be made by any Purchaser shall be $200. Purchases for investment below the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation minimum investment amount may be accepted at the discretion of the Company, . The purchase price of each Share is payable in the manner provided in Section 2(a) below. The Shares being subscribed for under this Subscription Agreement subscribed for herein are sometimes referred to herein as amended (the “Restated ArticlesSecurities.), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber Purchaser understands that the Securities are being offered pursuant to an offering circular dated _______ August 2, 2024 (the “Offering Circular”) ), filed with the SEC as part of the an Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber Purchaser acknowledges that Subscriber Purchaser has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber Purchaser to make an investment decisiondecision with respect to the Securities. (c) The SubscriberPurchaser’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber Purchaser only a portion of the number of Securities Subscriber the Shares that Purchaser has subscribed forto purchase hereunder. The Company will notify Subscriber Purchaser whether this subscription is accepted (whether in whole or in part) or rejected. If SubscriberPurchaser’s subscription is rejected, SubscriberPurchaser’s payment (or portion thereof if partially rejected) will be returned to Subscriber Purchaser without interest and all of SubscriberPurchaser’s obligations hereunder shall terminate. (d) The aggregate number of Securities shares of Shares that may be sold by the Company in this offering shall not exceed 13,513,513 20,000,000 shares (the “Maximum OfferingShares”). The There is no minimum required offering amount and the Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing DateClosing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to Purchaser is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (fg) The terms of this Subscription Agreement shall be binding upon Subscriber Purchaser and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and Purchaser, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Appears in 2 contracts

Sources: Subscription Agreement (Fortune Nickel & Gold Inc), Subscription Agreement (Fortune Nickel & Gold Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.BEAR VILLAGE, INC., a Delaware corporation Wyoming Corporation (the “Company”), at a purchase price of $0.37 5 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Common Stock being subscribed for under this Subscription Agreement (“Common Stock” also referred to as the “Securities”). The rights and preferences of the Class A Common Stock are as set forth in Amended and Restated Articles Certificate of Incorporation of the Company, included as amended (the “Restated Articles”), filed as an exhibit Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______ ______] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Bear Village, Inc.), Subscription Agreement (Bear Village, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of SlideBelts Inc.[SERIES NAME], a Series of Getaway Collection LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $0.37 100 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1,000, or 100 Units. The rights of the Class A Common Stock membership interest are as set forth in Amended the Operating Agreement of Getaway Collection LLC and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”)respective series designation, filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ ________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 [_] (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Getaway Collection LLC), Subscription Agreement (Getaway Collection LLC)

Subscription. (a) The undersigned You (“Subscriber”) hereby irrevocably subscribes subscribe for and agrees agree to purchase Class A Common Stock limited liability company interests, which we refer to herein as TalentShares (the “Securities”)) of [SERIES NAME], a Series of SlideBelts Inc.Exceed Talent Capital Holdings LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.37 [_] per share of Class A Common Stock TalentShare (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $[_], or [_] TalentShares. The rights and preferences of the Class A Common Stock TalentShares are as set forth in Amended and Restated Articles the Limited Liability Company Agreement of Incorporation of the CompanyExceed Talent Capital Holdings LLC dated December 7, 2022, as amended from time to time (the “Restated ArticlesOperating Agreement”), filed as an exhibit to and the Series Designation for [SERIES NAME] described in the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber shall become a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Managing Manager the power of attorney described therein). (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 $[ ] (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offeringOffering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Exceed Talent Capital Holdings LLC), Subscription Agreement (Exceed Talent Capital Holdings LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class shares of Series A Common Preferred Stock (the “SecuritiesSeries A Preferred Stock”), of SlideBelts NowRx, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 2.00 per share of Class Series A Common Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Subscriber’s subscription amount, upon the terms and conditions set forth herein. The rights minimum subscription is $1,000. The shares of Series A Preferred Stock being subscribed for under this Subscription Agreement and the shares of Common Stock (“Common Stock”), issuable upon conversion of the Class Series A Common Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series A Preferred Stock are as set forth in Amended and Restated Articles the restated certificate of Incorporation of the Company, as amended incorporation (the “Restated ArticlesCertificate”), substantially in the form filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ _, 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 3,500,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, 2019, unless otherwise earlier terminated or extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 225,000 Securities are received (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the Drag-Along Right in substantially the form set forth in Sections 4 and 6, respectively. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Subscription AgreementSection 1(f).

Appears in 2 contracts

Sources: Subscription Agreement, Subscription Agreement (NowRx, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the common stock (the “Securities” or “Common Stock”), of SlideBelts Soliton, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $[250]. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles the Certificate of Incorporation of and Bylaws included in the Company, as amended (the “Restated Articles”), filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______ __], 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 3,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [____________], 2018, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 1,500,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Soliton, Inc.), Subscription Agreement (Soliton, Inc.)

Subscription. (a) 1.1 The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Preferred Stock (the “Securities”), of SlideBelts Inc.Hoop Street Center I Corporation, a Delaware corporation an Arizona Corporation (the “Company”), and at a purchase price of $0.37 50 per share of Class A Common Stock (the Per Security Price”), upon the terms and conditions set forth herein. The rights minimum subscription is $50. The Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Common Stock”) issuable upon conversion of the Class A Common Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Preferred Stock are as set forth in Amended and Restated Articles Certificate of Incorporation of the Company, included as amended (the “Restated Articles”), filed as an exhibit Exhibit ___ to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) 1.2 Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______ ______] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) 1.3 The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber Subscriber-only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest interest, and all of Subscriber’s obligations hereunder shall terminate. (d) 1.4 The aggregate number of Securities sold shall not exceed 13,513,513 1,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) 1.5 In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) 1.6 The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledgebe acknowledged, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Hoop Street Center I Corp), Subscription Agreement (Hoop Street Center I Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A [QUANTITY] Common Stock (the “Securities”), of SlideBelts Inc.Lunchwale, a Delaware corporation Inc. (the “Company”), a Corporation, organized under the state of Texas, at a purchase price of $0.37 0.06 per share of Class A Common Stock (the “Per Security Price”)Share, upon the terms and conditions set forth herein. The rights Securities being subscribed for under this Subscription Agreement and any other security that may be issuable upon conversion or exercise of the Class A Common Stock Securities are also referred to as the “Securities.” The rights and preferences of the Securities are as set forth in Amended the Company’s Bylaws and Restated Articles of Incorporation any description of the Company, as amended (the “Restated Articles”), filed as an exhibit to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Memorandum of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 17,833,333 (the “Maximum Offering”). The Company may accept subscriptions until _________February 1, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering 2021 (the “Termination Date”). The Providing that subscriptions for 416,666 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement, Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Bitzumi, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.37 2.50 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. There is no minimum subscription. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the CompanyOrganization and Bylaws, as amended (the “Restated Articles”), filed as an exhibit which are Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated __________ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 4,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 400,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Bitzumi, Inc.), Subscription Agreement (Bitzumi, Inc.)

Subscription. (a) The undersigned person executing this Agreement (“Subscriber”) hereby irrevocably subscribes for and agrees (subject to a minimum purchase of ten (10) shares) to purchase shares for a total consideration of $ thousand dollars (“Purchase Price”) of Class A Common Stock Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “SecuritiesPreferred Shares,” and such share, the “Share”), of SlideBelts Tuscan Gardens Senior Living Communities, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.37 1,000.00 per share of Class A Common Stock Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated _______ December 1, 2018 (the “Offering Circular”) ), filed with the SEC as part of the Company’s Offering Statement on Form 1-A (the “Offering Statement”) in connection with the Company’s offering of up to $50,000,000 of Class A Non-Voting Preferred Shares (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close accept all or any portion of this offering, Offering on various dates at or prior to the Termination Date (each each, a “Closing Date”). (e) In the event of rejection of this subscription in its entiretysubscription, or in the event the sale of the Securities (or any portion thereof) Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to Subscriber upon payment of the Purchase Price, such number of Company Class A Common Stock Shares as is set forth on the signature page of this Subscription Agreement (the “SecuritiesShares), of SlideBelts Inc., a Delaware corporation () at the “Company”), at a purchase price of $0.37 Purchase Price per share of Class A Common Stock (the “Per Security Price”), upon Share and on the terms and subject to the conditions set forth provided for herein. The rights of the Class A Common Stock are as set forth in Amended Subscriber acknowledges and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of agrees that the Company filed with reserves the SEC (right to accept or reject the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted for the Shares for any reason or rejected for no reason, in whole or in part, at any time prior to a Closing Date (as hereinafter defined)its acceptance by the Company, and the same shall be deemed to be accepted by the Company at its sole discretion. In addition, only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (db) The aggregate number Notwithstanding anything to the contrary contained in this Subscription Agreement, if, after the date of Securities sold shall not exceed 13,513,513 this Subscription Agreement, Subscriber acquires ownership of Company Class A Shares in the open market or in privately negotiated transactions with third parties (the “Maximum Offering”). The along with any related rights to redeem or convert such Company may accept subscriptions until _________, unless otherwise extended Class A Shares in connection with any redemption conducted by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering Company’s organizational documents and the IPO Prospectus (as defined below) in conjunction with the Transaction Closing (the “Termination DateClosing Redemption”) or in conjunction with an amendment of the Company’s organizational documents to extend its deadline to consummate its Business Combination (as defined below) (an “Extension Redemption”, and the Closing Redemption or any Extension Redemption, a “Redemption”). The Company may elect at any time to close all or any portion of this offering, on various dates at or ) prior to the Termination Date Company’s meeting of shareholders to approve the Transaction (each a the Closing DateTransaction Meeting”) and Subscriber does not redeem or convert such Company Class A Shares in connection with any Redemption (including revoking or reversing any previously submitted redemption demand or conversion elections made with respect to such Company Class A Shares) (any such Company Class A Shares, “Non-Redeemed Shares”). (e) In , the event number of rejection of this subscription in its entirety, or in Shares for which Subscriber is obligated and has the event the sale of the Securities (or any portion thereof) is not consummated for any reason, right to purchase under this Subscription Agreement will be reduced by the number of Non-Redeemed Shares; provided, that promptly upon the Company’s request, Subscriber shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to provide the Company in advance an instrument in a form acceptable to with documentary evidence reasonably requested by the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreementevidence such Non-Redeemed Shares.

Appears in 2 contracts

Sources: Subscription Agreement (Logistic Properties of the Americas), Subscription Agreement (Two)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts MC Endeavors, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.37 0.____ per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 1,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (MC Endeavors, Inc.), Subscription Agreement (MC Endeavors, Inc.)

Subscription. (a) The undersigned (the SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to will purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation from Orbital Tracking Corp. (the “Company”)) the number of shares of Series H Preferred Stock of the Company (the “Shares”) as set forth on the signature page to this Subscription Agreement, at a purchase price of $0.37 4.00 per share of Class A Common Stock (the “Per Security Purchase Price”), upon the terms and conditions set forth herein. The rights shares of the Class A Common Stock are underlying the Preferred Stock may hereinafter be referred to as the “Conversion Shares”). The Preferred Stock shall have the rights and preferences as set forth in Amended the Certificate of Designation of Preferences, Rights and Restated Articles of Incorporation of the Company, as amended Limitations (the “Restated ArticlesCOD), filed ) attached as an exhibit Exhibit A hereto. The Subscription Agreement and the COD are collectively referred to as the Offering Statement of the Company filed with the SEC “Transaction Documents. The Shares are being offered (the “Offering StatementOffering). (b) Subscriber understands that by the Securities Company pursuant to this Subscription Agreement. The Shares are being offered pursuant on a “reasonable efforts all or none”, basis with respect to an offering circular dated _______ the minimum of $300,000 (the “Minimum Offering CircularAmount) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned Shares are being offered on a “reasonable efforts” basis with respect to Subscriber without interest and all up to $800,000 of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 Shares (the “Maximum OfferingOffering Amount”). Any purchase of Shares by the Company’s officers, directors, or employees shall be included, and counted towards, the Minimum and Maximum Offering Amounts. The Company may accept Initial Closing (as defined herein) of this Offering shall be subject to subscriptions until _________, unless otherwise extended being received from qualified investors and accepted by the Company in its sole discretion in accordance for the Minimum Offering Amount. Upon acceptance by the Company after the date hereof of such subscriptions, the Company shall have the right at any time thereafter, prior to the Termination Date (as defined below), to effect an initial closing with applicable SEC regulations respect to this Offering (the “Initial Closing”). Thereafter, the Company shall continue to accept, and continue to have closings (together with the Initial Closing, each a “Closing”) for, additional subscriptions for such other Securities from investors from time to time up to Maximum Offering Amount. The Shares will be offered for a period required to sell (the “Initial Offering Period”) commencing on the date of this Subscription Agreement and continue until the earliest of (i) October 18, 2016 (the “Maximum Offering Deadline”), (ii) the date upon which subscriptions for the Maximum Offering offered hereunder have been accepted, or (iii) the date upon which the Company elects to terminate the Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior subject to the right of the Company to extend the Offering until as late as November 18, 2016 (the “Final Termination Date (each a “Closing Date”). (e) In , without further notice to or consent by investors, if the event of rejection of this subscription in its entiretyMaximum Offering Amount has not been subscribed by the Offering Deadline. This additional period, or in together with the event the sale of the Securities (or any portion thereof) is not consummated for any reasonInitial Offering Period, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns referred to herein as the “Offering Period.” The minimum investment amount that may be purchased by an investor is $25,000 (collectively, the TransfereesInvestor Minimum Investment”); provided that for any such transfer to be deemed effectivehowever, the Transferee shall have executed Company, in its discretion, may accept an investor subscription for an amount less than the Investor Minimum Investment. The subscription for the Shares will be made in accordance with and delivered subject to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, terms and be bound by the representations and warranties of Subscriber and terms conditions of this Subscription Agreement. In the event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company), (ii) no Shares are subscribed for prior to October 18, 2016 or, if extended, prior to November 18, 2016, or (iii) the Offering is otherwise terminated by the Company prior to the expiration of the Initial Offering Period or, if extended, prior to the Final Termination Date, then the Company will refund all subscription funds held by it to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will be returned without interest, penalty, expense or deduction.

Appears in 2 contracts

Sources: Subscription Agreement (Orbital Tracking Corp.), Subscription Agreement (Orbital Tracking Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts B2Digital, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 0.0064 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 600,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (B2Digital, Inc.), Subscription Agreement (B2Digital, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Non Voting Common Stock (the “Securities”), of SlideBelts Inc.OBSIDIAN PRIME INC, a Delaware California corporation (the “Company”), at a purchase price of $0.37 ____ per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 75,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Obsidian Prime Inc), Subscription Agreement (Obsidian Prime Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of SlideBelts Inc.YSMD Series Buttonwood 21-2 LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $0.37 5.00 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100, or 20 Units. The rights of the Class A Common Stock membership interest are as set forth in Amended the Operating Agreement of YSMD, LLC and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”)respective series designation, filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ ________, 2024 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 559,091 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of SlideBelts Quadrant Biosciences Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.37 3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $350. The rights of the Class A shares of Common Stock are as set forth in the Company’s Amended and Restated Articles Certificate of Incorporation of the Company, as amended (the “Restated Articles”), and Bylaws filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______ ______] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Amended and Restated Stockholders’ Agreement (the “Stockholders’ Agreement”) filed as an Exhibit to the Offering Statement, and Subscriber’s execution of this Subscription Agreement also constitutes an acceptance of the terms of, and an effective execution by the Subscriber of, the Stockholders’ Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 5,000,000 shares of Common Stock (the “Maximum Offering”). The Company may accept subscriptions until [_____________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber in, and all the terms of of, this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Quadrant Biosciences Inc), Subscription Agreement (Quadrant Biosciences Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.Fan Owned Club, a Delaware corporation (the “Company”), at a purchase price of $0.37 10 per share of Class A Common Stock (the “Per Security Price”), ) with a minimum purchase of $250or subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles the Certificate of Incorporation of the CompanyIncorporation, as amended (amended, included in the “Restated Articles”), filed as an exhibit Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. Copies of all SEC filings can also be viewed via following the link on the Company’s website to all documents filed with SEC. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 3,000,000 shares of Non-Voting Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until _____________________________, unless otherwise the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”)) or until the maximum number of shares under the Offering are sold. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Appears in 2 contracts

Sources: Subscription Agreement (Fan Owned Club, Inc.), Subscription Agreement (Fan Owned Club, Inc.)

Subscription. (a) The undersigned person executing this Agreement (“Subscriber”) hereby irrevocably subscribes for and agrees (subject to a minimum purchase of ten (10) shares) to purchase shares for a total consideration of $ thousand dollars (“Purchase Price”) of Class A Common Stock Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “SecuritiesPreferred Shares,” and such share, the “Share”), of SlideBelts Tuscan Gardens Senior Living Communities, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.37 1,000.00 per share of Class A Common Stock Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated _______ October 1, 2018 (the “Offering Circular”) ), filed with the SEC as part of the Company’s Offering Statement on Form 1-A (the “Offering Statement”) in connection with the Company’s offering of up to $50,000,000 of Class A Non-Voting Preferred Shares (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close accept all or any portion of this offering, Offering on various dates at or prior to the Termination Date (each each, a “Closing Date”). (e) In the event of rejection of this subscription in its entiretysubscription, or in the event the sale of the Securities (or any portion thereof) Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of SlideBelts Inc.YSMD Series 33 Mine Street LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $0.37 5.00 per share of Class A Common Stock membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $300, or 60 Units. The rights of the Class A Common Stock membership interest are as set forth in Amended the Operating Agreement of YSMD, LLC and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”)respective series designation, filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ ________, 2024 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 867,258 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)

Subscription. (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of shares set forth below of the shares of Class A Common Stock Membership Interest (the “Securities”)) of AMAZON GOLD, of SlideBelts Inc.LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.37 4.00 per share of Class A Common Stock (the “Per Security Share Price”), with a minimum purchase of $400.00 or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein. The rights of the Class A Common Stock Membership Interest are as set forth in Amended the Certificate of Formation and Restated Articles of Incorporation Operating Agreement of the Company, as amended (each included in the “Restated Articles”), filed as an exhibit Exhibits to the Offering Statement offering circular of the Company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular statement dated _______ ______, 2021 (the “Offering CircularStatement) ), a copy of which has been filed with the SEC as part of the Offering StatementSEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering StatementCircular, including exhibits the Exhibits thereto, and any other Offering Materials or other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at Company, in its sole discretion. In addition, the Company, at in its sole discretion, may allocate to Subscriber only a portion of the number of Securities for which the Subscriber has subscribed forsubscribed. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 2,500,000 shares of Class A Membership Interest (the “Maximum OfferingNumber of Shares”). The Company may accept subscriptions until ___________, 2022, unless otherwise extended by the Company Company, in its sole discretion discretion, in accordance with applicable SEC regulations for such other period required to sell or until the Maximum Number of Shares under the Offering are sold, whichever shall first occur (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the TransfereesTransferee”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in a form acceptable to the Company Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agreeagree to, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion. (g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Subscription Agreement (Amazon Gold, LLC), Subscription Agreement (Amazon Gold, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.BacTech Environmental Corporation, a Delaware an Ontario Canada corporation (the “Company”), at a purchase price of $0.37 0.00___ per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of minimum purchase requirement per investor is ________________ Offered Shares ($__,000); however, we can waive the Class A Common Stock are as set forth minimum purchase requirement on a case-by-case basis in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 100,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (BacTech Environmental Corp), Subscription Agreement (BacTech Environmental Corp)

Subscription. (a) The undersigned person executing this Agreement (“Subscriber”) hereby irrevocably subscribes for and agrees (subject to a minimum purchase of ten (10) shares) to purchase shares for a total consideration of $ thousand dollars (“Purchase Price”) of Class A Common Stock Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “SecuritiesPreferred Shares,” and such share, the “Share”), of SlideBelts Tuscan Gardens Senior Living Communities, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.37 1,000.00 per share of Class A Common Stock Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated _______ August 1, 2019 (the “Offering Circular”) ), filed with the SEC as part of the Company’s Offering Statement on Form 1-A (the “Offering Statement”) in connection with the Company’s offering of up to $50,000,000 of Class A Non-Voting Preferred Shares (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close accept all or any portion of this offering, Offering on various dates at or prior to the Termination Date (each each, a “Closing Date”). (e) In the event of rejection of this subscription in its entiretysubscription, or in the event the sale of the Securities (or any portion thereof) Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)

Subscription. (a) The undersigned (“Subscriber”[Company RSU Awards. Subscriber is entitled to receive the Company RSU Consideration pursuant to Section 2.2(a)(i) hereby irrevocably subscribes for and agrees of the Merger Agreement, net of applicable Taxes required to purchase Class A Common Stock be withheld with respect to such amount (the “SecuritiesRSU Withholding Taxes”). Immediately following the Effective Time, of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon on the terms and subject to the conditions set forth herein. The rights , Subscriber agrees, at the Subscription Closing, to purchase from Topco, and Topco agrees to issue and sell to Subscriber, a number of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended Units (the “Restated ArticlesRSU Topco Common Units”) equal to (i) all of Subscriber’s Rollover Company RSU Consideration [(which, for the avoidance of doubt and pursuant to the terms of Section 2.2(a)(ii) of the Merger Agreement, is an amount equal to Subscriber’s Company RSU Consideration net of any RSU Withholding Taxes)] (such [net] amount, the “Subscriber Rollover Company RSU Consideration”), filed as an exhibit divided by (ii) the Unit Price. [In furtherance of the foregoing and pursuant to Section 2.2(a)(ii) of the Merger Agreement, subject to the Offering Statement approval by the Company Board or the compensation committee thereof, Subscriber’s Company RSU Award, to the extent then-outstanding, will be settled in exchange for the number of shares of Company Common Stock subject to Subscriber’s Company RSU Award immediately prior to the Closing, and such shares of Company Common Stock shall be treated as Rollover Shares subject to the Subscriber Rollover Agreement; provided that the foregoing shall be subject to Subscriber paying the Company on or prior to the Closing an amount of cash equal to the applicable Taxes required to be withheld with respect to the vesting and/or settlement of Subscriber’s Company RSU Award.] [In furtherance of the foregoing and pursuant to Section 2.2(a)(ii) of the Merger Agreement, Topco shall, solely for administrative convenience purposes (and without altering the legal effect of the foregoing, including the full satisfaction of Subscriber’s rights to receive such Company filed with RSU Consideration pursuant to Section 2.2(a)(i) of the SEC Merger Agreement), (A) issue the RSU Topco Common Units to Subscriber in lieu of Subscriber actually receiving the Subscriber Rollover Company RSU Consideration in cash, and (B) cause the Company or one of its subsidiaries to remit any RSU Withholding Taxes through regular payroll procedures on or following the Closing Date and, if applicable, pay such amounts to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement]. Subscriber shall be deemed to have received the entire amount of Subscriber’s Company RSU Consideration [(including, for the avoidance of doubt, any RSU Withholding Taxes remitted or paid by the Company on behalf of Subscriber to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement and this Section 2.1(a))] and thereafter immediately contributed the Subscriber Rollover Company RSU Consideration to Topco in exchange for the RSU Topco Common Units (the “Offering StatementCompany RSU Award Subscription”).] (b) [Company PSU Awards. Subscriber understands that is entitled to receive the Securities are being offered Company PSU Consideration pursuant to an offering circular dated _______ Section 2.2(b)(i) of the Merger Agreement, net of applicable Taxes required to be withheld with respect to such amount (the “Offering CircularPSU Withholding Taxes”). Immediately following the Effective Time, on the terms and subject to the conditions set forth herein, Subscriber agrees, at the Subscription Closing, to purchase from Topco, and Topco agrees to issue and sell to Subscriber, a number of Common Units (the “PSU Topco Common Units”) filed equal to (i) all of Subscriber’s Rollover Company PSU Consideration [(which, for the avoidance of doubt and pursuant to the terms of Section 2.2(b)(ii) of the Merger Agreement, is an amount equal to Subscriber’s Company PSU Consideration net of any PSU Withholding Taxes)] (such [net] amount, the “Subscriber Rollover Company PSU Consideration”), divided by (ii) the Unit Price. [In furtherance of the foregoing and pursuant to Section 2.2(b)(ii) of the Merger Agreement, subject to the approval by the Company Board or the compensation committee thereof, Subscriber’s Company PSU Award, to the extent then-outstanding, will be settled in exchange for the number of shares of Company Common Stock subject to Subscriber’s Company PSU Award immediately prior to the Closing (with the SEC vesting level determined assuming target performance is achieved (or such higher level if required under the terms of such Company PSU Award)), and such shares of Company Common Stock shall be treated as part Rollover Shares subject to the Subscriber Rollover Agreement; provided that the foregoing shall be subject to Subscriber paying the Company prior to the Closing an amount of cash equal to the applicable Taxes required to be withheld with respect to the vesting and/or settlement of Subscriber’s Company PSU Award.] [In furtherance of the Offering Statement. By executing this Subscription foregoing and pursuant to Section 2.2(b)(ii) of the Merger Agreement, Subscriber acknowledges that Subscriber has received this Subscription AgreementTopco shall, copies solely for administrative convenience purposes (and without altering the legal effect of the Offering Circular and Offering Statementforegoing, including exhibits theretothe full satisfaction of Subscriber’s rights to receive such Company PSU Consideration pursuant to Section 2.2(b)(i) of the Merger Agreement), (A) issue the PSU Topco Common Units to Subscriber in lieu of Subscriber actually receiving the Subscriber Rollover Company PSU Consideration in cash, and (B) cause the Company or one of its subsidiaries to remit any other information required PSU Withholding Taxes through regular payroll procedures on or following the Closing Date and, if applicable, pay such amounts to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement]. Subscriber shall be deemed to have received the entire amount of Subscriber’s Company PSU Consideration [(including, for the avoidance of doubt, any PSU Withholding Taxes remitted or paid by the Company on behalf of Subscriber to make an investment decisionthe appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement and this Section 2.1(b))] and thereafter immediately contributed the Subscriber Rollover Company PSU Consideration to Topco in exchange for the PSU Topco Common Units (the “Company PSU Award Subscription”).] (c) The Subscriber’s subscription may [Company Stock Options. Subscriber is entitled to receive the Company Stock Option Consideration pursuant to Section 2.2(c)(i) of the Merger Agreement, net of applicable Taxes required to be accepted or rejected in whole or in partwithheld with respect to such amount (the “Stock Option Withholding Taxes”). Immediately following the Effective Time, on the terms and subject to the conditions set forth herein, Subscriber agrees, at any time prior the Subscription Closing, to purchase from Topco, and Topco agrees to issue and sell to Subscriber, a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted Common Units (whether in whole or in partthe “Stock Option Topco Common Units” [and, together with the RSU Topco Common Units and the PSU Topco Common Units,] the “New Topco Common Units”) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment equal to (or portion thereof if partially rejectedi) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder Rollover Company Stock Option Consideration [(which, for the avoidance of doubt and pursuant to the terms of Section 2.2(c)(ii) of the Merger Agreement, is an amount equal to Subscriber’s Company Stock Option Consideration net of any Stock Option Withholding Taxes)] (such [net] amount, the “Subscriber Rollover Company Stock Option Consideration” and, together with Subscriber Rollover Company RSU Consideration and the Subscriber Rollover Company PSU Consideration, the “Subscriber Rollover Consideration”), divided by (ii) the Unit Price. [In furtherance of the foregoing and pursuant to Section 2.2(c)(ii) of the Merger Agreement, subject to the approval by the Company Board or the compensation committee thereof, Subscriber shall terminateexercise (by payment of the applicable exercise price or on a net exercise basis) Subscriber’s Company Stock Options, to the extent then-outstanding, in exchange for shares of Company Common Stock subject to Subscriber’s Company Stock Options immediately prior to the Closing, and such shares of Company Common Stock shall be treated as Rollover Shares subject to the Subscriber Rollover Agreement; provided that the foregoing shall be subject to Subscriber paying the Company prior to the Closing an amount of cash equal to the applicable Taxes required to be withheld with respect to such exercise of Subscriber’s Company Stock Options. ] [In furtherance of the foregoing and pursuant to Section 2.2(c)(ii) of the Merger Agreement, Topco shall, solely for administrative convenience purposes (dand without altering the legal effect of the foregoing, including the full satisfaction of Subscriber’s rights to receive such Company Stock Option Consideration pursuant to Section 2.2(c)(i) The aggregate number of Securities sold the Merger Agreement), (A) issue the Stock Option Topco Common Units to Subscriber in lieu of Subscriber actually receiving the Subscriber Rollover Company Stock Option Consideration in cash, and (B) cause the Company or one of its subsidiaries to remit any Stock Option Withholding Taxes through regular payroll procedures on or following the Closing Date and, if applicable, pay such amounts to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement]. Subscriber shall not exceed 13,513,513 be deemed to have received the entire amount of Subscriber’s Company Stock Option Consideration [(including, for the avoidance of doubt, any Stock Option Withholding Taxes remitted or paid by the Company on behalf of Subscriber to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement and this Section 2.1(c))] and thereafter immediately contributed the Subscriber Rollover Company Stock Option Consideration to Topco in exchange for the Stock Option Topco Common Units (the “Maximum Offering”). The Company may accept subscriptions until _________Stock Option Subscription” and, unless otherwise extended by together with the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell RSU Award Subscription and the Maximum Offering (Company PSU Award Subscription, the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing DateEquity Award Subscription”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.]

Appears in 2 contracts

Sources: Subscription Agreement (Vapotherm Inc), Subscription Agreement (Vapotherm Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.Sugarfina Corporation, a Delaware C corporation (the “Company”), at a purchase price of $0.37 10.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500.00. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles the Company’s Certificate of Incorporation of the Company, as amended (the “Restated Articles”), and Bylaws filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 13,513,513 2,750,000 shares of Common Stock, including 250,000 bonus shares (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect. (fg) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Sources: Subscription Agreement (Sugarfina Corp), Subscription Agreement (Sugarfina Holdings LLC)

Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Class shares (the “Shares”) of Series A Common Preferred Stock (the “SecuritiesPreferred Stock”), without par value, of SlideBelts Inc.LUX FLOORING INC., a Delaware corporation (the “Company”), . Such purchases shall be made at a purchase price of $0.37 5.00 per share of Class A Common Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The rights minimum subscription is $500. The Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Common Stock”) of the Class A Common Company issuable upon conversion of the Preferred Stock are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Amended and Restated Articles Certificate of Incorporation Incorporation, the Certificate of Designations relation to the Preferred Stock and the Amended and Restated Bylaws of the Company, as amended (Company available in the “Restated Articles”), filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber Investor understands that the Securities are being offered pursuant to an offering circular Offering Circular dated _______ ____________, 2020 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber Investor acknowledges that Subscriber Investor has received and reviewed this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Securities. (c) The SubscriberInvestor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forto purchase hereunder. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. If SubscriberInvestor’s subscription is rejected, SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to Subscriber Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminate. (d) The aggregate number of Securities shares of Common Stock that may be sold in this offering shall not exceed 13,513,513 10,000,000 shares (the “Maximum OfferingShares”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Lux Flooring Inc.), Subscription Agreement (Lux Flooring Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common shares of Series D Preferred Stock (the “Securities”), of SlideBelts Winc, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 1.4136 per share of Class A Common Series D Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights minimum subscription is $1,000.83. SeedInvest Auto Invest participants have a lower investment minimum of $200. The shares of Series D Preferred Stock being subscribed for under this Subscription Agreement and the shares of Common Stock (“Common Stock”), issuable upon conversion of the Class A Common Series D Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series D Preferred Stock are as set forth in Amended the amended and Restated Articles restated certificate of Incorporation of the Company, as amended incorporation (the “Restated ArticlesCertificate”), substantially in the form filed as an exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ __, 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Fifth Amended and Restated Voting Agreement (the “Voting Agreement”), the Fifth Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”) and the Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement(the “ROFR/Co-Sale Agreement,” and, together with the Voting Agreement and the Investors’ Rights Agreement, the “Investor Agreements”), each filed as an exhibit to the Offering Statement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 10,610,887 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended 2020, or the date at which the offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 1,237,974 Securities are received (the “Minimum Offering”), and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement, including, but not limited to, the optional redemption substantially in the form set forth in Section 4(k) and the terms of the Investor Agreements.

Appears in 2 contracts

Sources: Subscription Agreement (Winc, Inc.), Subscription Agreement (Winc, Inc.)

Subscription. 3.1 Subject to the fulfilment of the Conditions, the Vendor agrees to subscribe as principal, and the Company agrees to allot and issue, the Subscription Shares at the Subscription Price on the Subscription Completion Date. The Subscription Shares shall be fully paid, free from all Encumbrances and shall rank pari passu in all respects with the Shares in issue prior to the Subscription Completion Date and in particular will rank in full for all dividends and other distributions declared, made or paid at any time after the Subscription Completion Date. 3.2 The Subscription Completion is conditional upon: (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for the Listing Committee of the Stock Exchange granting listing of and agrees permission to purchase Class A Common Stock deal in all of the Subscription Shares (the “SecuritiesRegulatory Condition”); and (b) the Placing Completion having occurred pursuant to the terms of this Agreement, (together, the “Conditions”). 3.3 The Company shall use its best endeavours to procure the fulfilment of SlideBelts Inc.the Regulatory Condition and in particular, shall furnish such information, supply such documents, pay such fees, give such undertakings and do all such acts and things as may be reasonably required by the Stock Exchange in connection with the fulfilment of the Regulatory Condition. The Company shall immediately notify the Vendor upon fulfilment of the Regulatory Condition by providing a Delaware corporation copy of the relevant letter from the Stock Exchange. 3.4 If any of the Conditions are not fulfilled within 30 days after the date of this Agreement, or such later date as may be agreed in writing between the Company and the Vendor, the obligations of the Company and the Vendor under this Clause 3 shall terminate and none of the parties shall have any claim against the others for costs, damages, compensation or otherwise provided in this Agreement in respect of the Subscription. 3.5 The price for the Subscription Shares shall be an amount of HK$740,515,867 (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Subscription Price”), upon representing a price per Subscription Share of HK$4.8106, which shall be payable by the terms Vendor to the Company on the Subscription Completion. 3.6 At the Subscription Completion: (a) the Company shall: (i) allot and conditions set forth herein. The rights issue to the Vendor the Subscription Shares and shall promptly thereafter register the Vendor or such person as the Vendor may nominate as the holder of the Class A Common Stock are as set forth Subscription Shares and shall cause to be delivered to the Vendor definitive certificates of title in Amended and Restated Articles of Incorporation respect of the Company, as amended Subscription Shares in the name of the Vendor or the Vendor’s nominee; (the “Restated Articles”), filed as an exhibit ii) deliver to the Offering Statement Vendor certified copies of the Company filed with resolutions of the SEC (Board approving this Agreement and the “Offering Statement”).transactions contemplated hereunder, including the allotment of the Subscription Shares pursuant to this Clause 3; and (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (Vendor shall make or procure the “Offering Circular”) filed with making of payment in Hong Kong dollars for value on the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Completion Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company of an amount equal to (i) the Subscription Price less (ii) the expenses properly incurred by it (if any) in advance an instrument in a form acceptable connection with the Placing and the Subscription to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription AgreementCompany’s Bank Account.

Appears in 2 contracts

Sources: Placing and Subscription Agreement, Placing and Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of Series B Non-Voting Preferred Stock, par value $0.001 per share (the “Securities”), of SlideBelts WayBetter, Inc., a corporation incorporated in the state of Delaware corporation (the “Company”), at a purchase price of $0.37 1.00 per share of Class A Common Series B Non-Voting Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The rights of the Class A Common Series B Non-Voting Preferred Stock are as set forth in the Amended and Restated Articles Certificate of Incorporation set forth as Exhibit 2.1 of the CompanyOffering Statement. (b) By subscribing to the Offering, as amended (the “Restated Articles”)Investor acknowledges that Investor has received this Subscription Agreement, filed as an exhibit to a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information reasonably required by the Subscriber Investor to make an investment decision. (c) The SubscriberIn the event Company chooses to reject this subscription, Company shall deliver written notice to North Capital Private Securities Corporation (“NCPS”) demonstrating Company’s subscription may be accepted or rejected in whole or in part, at any time prior intent to a Closing Date (as hereinafter defined), by the Company at its sole discretiondo so. In addition, the Company, at its sole discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber Investor has subscribed for. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. Investor’s subscription shall be deemed to be accepted by the Company only when a duly authorized officer of the Company delivers notice to NCPS and Investor at a Closing. If SubscriberInvestor’s subscription is rejected, SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to Subscriber Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminate. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall have no obligation to issue any of the Securities to any person who is a resident of a jurisdiction in which the issuance of Securities to such person would constitute a violation of the securities, "blue sky" or other similar laws of such jurisdiction. (d) The aggregate number of Securities sold shall not exceed 13,513,513 20,000,000 (the “Maximum Offering”). The Company may accept subscriptions until February [_________], 2017, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering Units (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (WayBetter, Inc.), Subscription Agreement (WayBetter, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”)from LaserLock Technologies, of SlideBelts Inc., a Delaware Nevada corporation (the “Company”), at 33,333,333 shares of preferred stock of the Company, par value $.001 (the “Shares”), for a purchase price of $0.37 per share of Class A Common Stock $0.03 (“Per Share Price”) and an aggregate purchase price for all the Shares of $1,000,000.00 (the “Per Security Purchase Price”), which shall be paid by Subscriber in immediately available funds to the Company account designated by the Company, and upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) In order to induce Subscriber understands that to purchase the Securities are being offered pursuant to an offering circular dated _______ Shares, the Company shall, commensurate with the Closing (as defined below), issue Subscriber a warrant, in the form attached hereto as Exhibit A (the “Offering CircularWarrant), granting Subscriber the right to purchase an additional 33,333,333 shares of common stock in the Company for the initial purchase price per share of $0.12 (subject to downward adjustment) filed with and otherwise on terms and conditions set forth in the SEC Warrant. The Shares and the Warrant being subscribed for and issued under this Subscription Agreement as part well as the shares of common stock issuable upon any exercise of the Offering Statement. Warrant are collectively referred to herein as the “Securities”. (c) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other been provided all information required by the requested in order for Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to . It is a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, condition of the Company, at its sole discretion, may allocate to ’s acceptance of this subscription that Subscriber only a portion sign the Subscription Agreement where indicated below. The purchase of the number Shares involves significant risks, as more fully set forth in Section 5 of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateSubscription Agreement. (d) The aggregate number closing of Securities sold shall not exceed 13,513,513 transactions herein contemplated (the “Maximum OfferingClosing). The Company may accept subscriptions until _________, unless otherwise extended by ) shall be in the Company in its sole discretion in accordance with applicable SEC regulations for such other period required manner and at the earliest time mutually acceptable to sell the Maximum Offering parties hereto (the “Termination Closing Date”). The Company may elect Closing shall take place on or before January 31, 2013 and occur at any time to close all or any portion the offices of this offeringShearman & Sterling LLP, on various dates at or prior to the Termination Date (each a “Closing Date”)599 Lexington Avenue, New York, New York. (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) Shares is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 8 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Laserlock Technologies Inc), Subscription Agreement (VerifyMe, Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.Maverick Energy Group, Ltd., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.37 0.50 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of minimum purchase requirement per investor is 20,000 Offered Shares ($10,000); however, we can waive the Class A Common Stock are as set forth minimum purchase requirement on a case-by-case basis in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) d. The aggregate number of Securities sold shall not exceed 13,513,513 40,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Maverick Energy Group, Ltd.), Subscription Agreement (Maverick Energy Group, Ltd.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock a unit or units (the “SecuritiesUnits), ) of SlideBelts Inc., a Delaware corporation (the “Company”), Company at a purchase price of $0.37 0.75 per share of Class A Common Stock Unit (the “Per Security Unit Price”), ) upon the terms and conditions set forth hereinherein (the “Offering”). Each Unit shall consist of the following: (i) 3 shares of the common stock, $.0001 par value (the “Common Stock”) of the Company; and, (ii) 1 purchase warrant with each whole Warrant entitling the holder to each whole Warrant entitling the holder rights to purchase 1 Share at a purchase price equal to $0.50 for a period of 5 years from the date of issuance (the “Warrant”). The rights of the Class A Units, and the Common Stock shares and Warrants underlying such Units (collectively, the “Securities”), are as set forth in Amended and Restated Articles of Incorporation of the CompanyOffering Circular on Form 1-A, as amended (the “Restated Articles”)amended, filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities Units are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Units Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities Units sold shall not exceed 13,513,513 1,200,000 Units (the “Maximum OfferingNumber of Units”). The Company may accept subscriptions until _____________________________, unless otherwise the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”)) or until the Maximum Number of Units under the Offering are sold. The Company may elect at any time to close all or any portion of this offeringOffering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Units (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Appears in 2 contracts

Sources: Subscription Agreement (CannAssist International Corp), Subscription Agreement (CannAssist International Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Non-Voting Common Stock (the “Securities” or “Common Stock” or “Non-Voting Common Stock”), of SlideBelts Elegance Spirits, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 10.00 per share of Class A Common Stock (the “Per Security Price”), ) with a minimum purchase of 25 shares or $250.00 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles the Certificate of Incorporation of the CompanyIncorporation, as amended (amended, included in the “Restated Articles”), filed as an exhibit Exhibits to the Offering Statement Circular of the Company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular Offering Circular dated _______________________________ (the “Offering Circular”) , filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 5,000,000 shares of Non-Voting Common Stock (the “Maximum OfferingNumber of Shares”). The Company may accept subscriptions until _____________________________, unless otherwise the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”)) or until the Maximum Number of Shares under the Offering are sold. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Appears in 2 contracts

Sources: Subscription Agreement (Elegance Spirits, Inc.), Subscription Agreement (Elegance Spirits, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees 1.1 Subject to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of this Agreement, the Issuer agrees to issue the Bonds and each Manager severally, and not jointly, agrees to subscribe and pay for, or to procure subscriptions and payment for, the principal amount of the Class A Common Stock are Bonds set out against its name as set forth its underwriting commitment in Amended Schedule 1 hereto on 25 February 2016, or such later date, not being later than 10 March 2016, as the Issuer and Restated Articles the Managers may agree (the Closing Date) at a subscription price of Incorporation 100 per cent. of the Company, as amended principal amount of the Bonds (the “Restated Articles”Subscription Price), filed as an exhibit . 1.2 The Issuer confirms that: (a) it has authorised the Managers to offer Bonds on its behalf for subscription at the Subscription Price subject to the Offering Statement provisions of the Company filed with the SEC (the “Offering Statement”).Clause 7; (b) Subscriber understands that the Securities are being offered pursuant Issuer has approved the arrangements made on its behalf by the Managers for announcements in respect of the Bonds to an offering circular dated _______ be published on such dates and in such newspapers or other publications as it may agree. 1.3 If either Manager shall fail on the Closing Date to subscribe and pay for any of the Bonds which it is obliged to subscribe and pay for under this Agreement (the “Offering Circular”Defaulted Bonds), the non-defaulting Manager shall have the right but not the obligation, within 48 hours thereafter, to subscribe and pay for all, but not less than all, of the Defaulted Bonds upon the terms herein set forth; if, however the non-defaulting Manager shall not have completed such arrangements within such 48 hour period, then: (a) filed with if the SEC as principal amount of Defaulted Bonds does not exceed 10 per cent. of the aggregate principal amount of Bonds to be subscribed and paid for on such date, the non-defaulting Manager shall be obliged to subscribe and pay for the full principal amount thereof; or (b) if the principal amount of Defaulted Bonds exceeds 10 per cent. of the aggregate principal amount of Bonds to be subscribed and paid for on such date, this Agreement shall terminate without any liability on the part of the Offering Statementnon-defaulting Manager. By executing No action taken pursuant to this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies Clause 1.3 shall relieve a defaulting Manager from liability in respect of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretiondefault. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection any such default which does not result in a termination of this subscription Agreement, the non-defaulting Manager or the Issuer shall have the right to postpone the Closing Date for a period not exceeding seven days in its entiretyorder to effect any consequential changes in the documents or arrangements relating to the offering of the Bonds. Upon this Agreement terminating in accordance with the provisions of sub-clause 1.3(b) above, it shall be of no further effect and no party shall be under any liability to any other in respect of this Agreement, save in respect of the liability of any defaulting Manager as provided in the previous paragraph and except that (i) the Issuer shall remain liable for the payment of all costs and expenses referred to in Clause 4 and already incurred or incurred in consequence of such termination, (ii) any liability arising before or in relation to such termination shall not be affected by the event provisions of this Clause and (iii) the sale provisions of the Securities (or any portion thereof) is not consummated for any reasonClauses 5.4, and 9 to 11 of this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. 1.4 The Conditions will be set out in the Trust Deed (fsubject as stated therein) The terms of this Subscription Agreement shall and will, on the date hereof, be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable substantially agreed by the parties hereto, as initialled for identification purposes by ▇▇▇▇▇ & Overy LLP and Linklaters LLP, with such amendments (if any) as may be agreed in writing between the Issuer and the Managers following the date hereof. 1.5 In connection with the issue and offering of the Bonds, the Managers and any of their respective Affiliates, each acting as an investor for its own account, may take up Bonds and in that capacity may retain, purchase or sell Bonds and any other securities of the Issuer or related investments for their own account and may offer or sell such securities or other investments otherwise than in connection with the issue and offering of the Bonds. Accordingly, references in this document to the Company Bonds being offered or placed should be read as including any offering or placement of securities to the Managers and any of their respective Affiliates acting in such capacity. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. Each Manager may perform all or any of the functions expressed to be performed by it under this Agreement through any Affiliate. For the purpose of this Agreement, unless the context otherwise requires, Affiliate means, with respect to a given person, any person controlling, controlled by or under common control with that person from time to time (and its sole discretionrespective directors, pursuant officers, employees and agents from time to which time). 1.6 Without prejudice to the proposed Transferee shall acknowledgeobligations owed by the Managers to the Issuer under this Agreement, agreeby executing this Agreement, and each of the Managers hereby agrees to be bound by the representations provisions of the ICMA Agreement Among Managers English Law Version 2 (Managers Only Equity-Related Issues) (the AAM), save that Clause 3 of the AAM shall not apply and warranties of Subscriber and terms of this Subscription Agreementany reference to “Lead Manager” and/or to “Managers” therein shall be deemed to be a reference to the Managers.

Appears in 2 contracts

Sources: Subscription Agreement (Vodafone Group Public LTD Co), Subscription Agreement (Vodafone Group Public LTD Co)

Subscription. (a) The By executing this Subscription Agreement, the undersigned (referred to in this Subscription Agreement as “Subscriber” or “I”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”)Securities of ▇▇▇▇▇▇▇ Realty Trust, of SlideBelts Inc., a Delaware Maryland corporation (referred to as the “Company”), at a purchase price of $0.37 10.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth hereinin this Agreement. The minimum subscription is $500. The rights of the Class A Common Stock are as set forth in the Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”)Incorporation, filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands I understand that the Securities are being offered pursuant to an offering circular dated _______ February 12, 2019 (the “Offering Circular”) and filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges I acknowledge that Subscriber has I have received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits theretoexhibits, and any other information required by the Subscriber me to make an investment decision. (c) The Subscriber’s My subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defineddefined below), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber me only a portion of the number of Securities Subscriber has I have subscribed for. The Company will notify Subscriber me whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s my subscription is rejected, Subscriber’s my payment (or portion thereof of it if partially rejected) will be returned to Subscriber me without interest and all of Subscriber’s my obligations hereunder under this Subscription Agreement shall terminate. (d) The aggregate number of Securities sold in the offering shall not exceed 13,513,513 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________February 12, 2020, unless otherwise that period is extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other additional period as is required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each being referred to as a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereofportion) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which those provisions that are identified as surviving termination. Those provisions shall remain in full force and effecteffect following termination. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Steward Realty Trust, Inc.), Subscription Agreement (Steward Realty Trust, Inc.)

Subscription. 10.1 This subscription is irrevocable except that the Purchaser reserves the right to withdraw this subscription and to terminate its obligations hereunder at any time before the Closing Date if the Agent terminates its obligations with respect to this Private Placement under the Agency Agreement and the Purchaser hereby appoints the Agent as its agent for the purpose of notifying the Issuer of the withdrawal or termination of this subscription. 10.2 The Purchaser hereby authorizes and directs the Issuer and the Agent to deliver certificates representing the Shares and the Warrants to be issued to such Purchaser pursuant to this Subscription Agreement either (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). residential or business address indicated in this subscription or (b) Subscriber understands that directly to the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed Purchaser’s account, if any, maintained with the SEC as part of Agent. 10.3 The Purchaser hereby authorizes and directs the Offering Statement. By executing this Subscription AgreementAgent to return any funds for unaccepted subscriptions to the same account from which the funds were drawn, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statementwithout interest or penalty, including exhibits thereto, and any other information required by customer account maintained with the Subscriber to make an investment decisionAgent. (c) The Subscriber’s 10.4 This subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company Issuer at its sole discretion. In addition, discretion and the Company, right is reserved to the Issuer at its sole discretion, may allocate discretion to Subscriber only a portion allot to any Purchaser less than the amount of the number of Securities Subscriber has Units subscribed for. The Company Confirmation of acceptance or rejection of this subscription will notify Subscriber whether be forwarded to the Purchaser promptly after the acceptance or rejection of the subscription by the Issuer. If this subscription is rejected in whole, the funds delivered by the Purchaser to the Agent representing the purchase price for the Units subscribed for herein will be promptly returned to the same account from which the funds were drawn, without interest or penalty, including any customer account maintained with any of the Agent. If this subscription is accepted (whether in whole or only in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by funds representing the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale purchase price representing that portion of the Securities (or any portion thereof) subscription for the Units which is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectaccepted will promptly be similarly returned. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Crosshair Exploration & Mining Corp), Subscription Agreement (Crosshair Exploration & Mining Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock membership interests, which we refer to herein as shares (the “Securities”)) of Series Wine, a Series of SlideBelts Inc.StartEngine Collectibles Fund I LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.37 10.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500, or 50 shares. The rights and preferences of the Class A Common Stock shares are as set forth in Amended and Restated Articles the Limited Liability Company Agreement of Incorporation of the CompanyStartEngine Collectibles Fund I LLC dated January 5, 2021, as amended from time to time (the “Restated ArticlesOperating Agreement”), and the Series Designation for Series Wine filed as an exhibit Exhibit 2.2 and Exhibit 2.4, respectively, to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Administrative Manager the power of attorney described therein). (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 $5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (StartEngine Collectibles Fund I LLC), Subscription Agreement (StartEngine Collectibles Fund I LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees Subject to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights hereof, Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Class A Common Stock are as set forth in Amended Purchase Price, the Acquired Shares (such subscription and Restated Articles of Incorporation of the Companyissuance, as amended (the “Restated ArticlesSubscription”); provided, filed as an exhibit to however, [(i)] the Offering Statement number of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required Acquired Shares shall be reduced by one share for every $10.20 paid by the Subscriber pursuant to make an investment decision. the Convertible Financing[, (cii) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether Acquired Shares may be reduced, in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer an amount to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company determined by Subscriber in its sole discretion, by up to one share for every $20.40 of Issuer Cash (as defined below) above $120,000,000, to the extent the Issuer has cash and cash equivalents (“Issuer Cash”) in an aggregate amount not less than $120,000,000, including, without duplication, (A) the cash available to NETC from the Trust Account (as defined below) (after giving effect to the redemption of any shares of Class A common stock, par value $0.0001 per share of NETC by the stockholders of NETC), (B) cash and cash equivalents held by the Issuer and the Issuer’s subsidiaries as of immediately prior to the closing of the Business Combination, (C) any amounts or proceeds received pursuant to the Convertible Financing in connection with the closing of the Business Combination (for the avoidance of doubt, excluding any amounts which have been previously funded prior to the proposed Transferee shall acknowledgeclosing of the Business Combination, agreeexcept to the extent such amounts are held by the Issuer and the Issuer’s subsidiaries as of immediately prior to the closing of the Business Combination), (D) any amounts or proceeds received from certain additional investors entering into subscription agreements with NETC and the Issuer to subscribe for and purchase Convertible Notes (the “Additional Notes Subscription Agreements”), and be bound by (E) any amounts or proceeds received pursuant to the representations and warranties of Subscriber and terms of this Subscription Agreement and the Other Subscription Agreements in connection with the closing of the Business Combination, and after giving effect to the payment of any Outstanding Company Transaction Expenses (as defined in the Business Combination Agreement) and Outstanding SPAC Transaction Expenses (as defined in the Business Combination), and [(iii)] in the event that the number of Acquired Shares is reduced pursuant to clause (i) [or (ii)] above, there shall be a corresponding reduction in the Purchase Price.]

Appears in 2 contracts

Sources: Subscription Agreement (Nabors Energy Transition Corp.), Subscription Agreement (Nabors Energy Transition Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts StartEngine Crowdfunding, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.37 [____] per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The rights of the Class A Common Stock are as set forth in Sixth Amended and Restated Articles Certificate of Incorporation of and Bylaws included in the Company, as amended (the “Restated Articles”), filed as an exhibit Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______ _____] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until [_________] (the “Maximum Offering”), [________] of which are being sold by certain of the Company’s existing stockholders (collectively, the “Selling Stockholders”).. The Company may accept subscriptions until [_______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.), Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.)

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees commits to purchase Class A Common Stock _____________ shares (the “SecuritiesShares), ) of SlideBelts Inc., Class _________ Stock of the Company (Class A must subscribe to a Delaware corporation (the “Company”minimum of 2,500 shares), at a purchase price of $0.37 4.00 per share share, for a total purchase price of Class A Common Stock (the “Per Security Price”)$ _____________________ , upon the terms and conditions set forth hereinherein (the or this “Subscription”). The rights of total purchase price for the Class A Common Stock Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Securities. (b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an offering circular Offering Circular dated November _____________ , 20176, with exhibits (the “Offering Circular”) ), as filed with the SEC as part SEC. A full description of the Securities and the Offering Statementis set forth in the Offering Circular. By executing this Subscription Agreementsubscribing to the Offering, the Subscriber acknowledges that Subscriber he/she/it has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required requested by the Subscriber in writing to make an investment decisiondecision with respect to the Securities. (c) The Subscriber’s subscription This Subscription may be accepted or rejected rejected, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at in its sole discretion. In addition, the Company, at in its sole discretion, may allocate to the Subscriber only a portion of the number of Securities Subscriber has Shares subscribed for. The Company will notify the Subscriber whether this subscription Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If Subscriber’s subscription the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate. (d) The aggregate maximum number of Securities shares of the Company’s common stock that may be sold in this Offering shall not exceed 13,513,513 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum OfferingShares”). The Company may accept subscriptions until _________twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other additional period required as may be sought to sell the Maximum Offering Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the set an earlier Termination Date (each a “Closing Date”)and end the Offering. No minimum number of shares is required to be sold. (e) In the event of a rejection of this subscription Subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in a form agreement acceptable to the Company Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Common Stock Subscription Agreement, Common Stock Subscription Agreement (Feel the World, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock membership interests, which we refer to herein as shares (the “Securities”)) of Series Music, a Series of SlideBelts Inc.StartEngine Collectibles Fund I LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.37 10.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500, or 50 shares. The rights and preferences of the Class A Common Stock shares are as set forth in Amended and Restated Articles the Limited Liability Company Agreement of Incorporation of the CompanyStartEngine Collectibles Fund I LLC dated January 5, 2021 as amended from time to time (the “Restated ArticlesOperating Agreement), ) and the Series Designation for Series Music filed as an exhibit Exhibit 2.2 and Exhibit 2.3, respectively, to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Administrative Manager the power of attorney described therein). (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 $10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (StartEngine Collectibles Fund I LLC), Subscription Agreement (StartEngine Collectibles Fund I LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts To The Stars Academy of Arts and Science Inc., a Delaware public benefit corporation (the “Company”), at a purchase price of $0.37 5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is _____. The rights of the Class A Common Stock are as set forth in the Amended and Restated Articles Certificate of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit and Bylaws in Exhibits 1 and 2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ____________________ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 2,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (To the Stars Academy of Arts & Science Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A ______________ Units, each Unit comprising one share of Common Stock of the Company and two warrants to purchase Common Stock of the Company on the terms set out in the Warrant attached hereto (the “Warrants” and together the “Securities”), of SlideBelts Inc.Virtual Communications Corporation, a Delaware corporation incorporated in the state of Nevada (the “Company”), at a purchase price of $0.37 _____ per share of Class A Common Stock (the “Per Security Price”)Unit, upon the terms and conditions set forth herein. The rights Common Stock being subscribed for under this Subscription Agreement and the Common Stock issuable upon exercise of the Class A Common Stock Warrants are also referred to as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated ArticlesSecurities.), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, and Statement of the Company filed with the SECand any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 ______________ (the “Maximum Offering”). The Company may accept subscriptions until _____________, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other additional period required to sell the Maximum Offering Units (the “Termination Date”). The Providing that subscriptions for _________ Units of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Virtual Communications Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Non-Voting Common Stock (the “Securities”), of SlideBelts Inc.EdenLedger, Inc. (dba FanVestor), a Delaware corporation (the “Company”), at a purchase price of $0.37 3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $300. The rights of the Class A Non-Voting Common Stock are as set forth in the Amended and Restated Articles Certificate of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated February [_______ ], 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 3,333,33 (the “Maximum Offering”). The Company may accept subscriptions until _________three years from the date of qualification by the SEC, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (EdenLedger, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock [QUANTITY] Preferred Shares (the “Securities”), of SlideBelts Inc.CYDigital, a Delaware corporation Inc. (the “Company”), a Corporation, organized under the state of Delaware at a purchase price of $0.37 0.20 per share of Class A Common Stock (the “Per Security Price”)Share, upon the terms and conditions set forth herein. The rights Securities being subscribed for under this Subscription Agreement and any other security that may be issuable upon conversion or exercise of the Class A Common Stock Securities are also referred to as the “Securities.” The rights and preferences of the Securities are as set forth in Amended the Company’s Bylaws and Restated Articles of Incorporation any description of the Company, as amended (the “Restated Articles”), filed as an exhibit to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Memorandum of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 1,625,000 Securities (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering 07/01/2020 (the “Termination Date”). The Providing that subscriptions for 250,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the number of units (the “SecuritiesUnits)) of Elegance Brands, of SlideBelts Inc., a Delaware corporation Inc. (the “Company”), pursuant to the Company’s Regulation A+ offering (the “Offering”), at a price of US$0.50 per Unit, for the aggregate purchase price (the “Purchase Price”) set forth on the signature page to this Agreement. Each Unit consists of $0.37 per one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), and a warrant (a “Warrant”) to purchase one-half of one share of Common Stock (with each whole share underlying such warrants being a “Warrant Share”) at an exercise price of US$0.75 per Warrant Share. Each Warrant shall be exercisable for a period of eighteen (18) months following the “Per Security Price”)termination of the Offering, upon pursuant to the terms and conditions set forth herein. The rights contained in the form of the Class Warrant attached hereto as Annex A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated ArticlesWarrant Certificate”). The Units, filed the Common Stock, the Warrants and the Warrant Shares are referred to herein as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering StatementSecurities.). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ the Company’s Regulation A+ Offering Circular (the “Offering Circular”) filed with SEC File No. [ ]), qualified by the SEC as part of the Offering Statementon [ ], 2020. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and the Offering Statement, including the exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________the earlier of (i) September 30, 2020, unless otherwise the Offering is extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell or (ii) until the Maximum maximum amount of 15,681,660 Units are sold in the Offering (together, the “Termination Date”). The Company may elect at any time to close all or any portion of this offeringOffering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Appears in 1 contract

Sources: Subscription Agreement (Elegance Brands, Inc.)

Subscription. (a) The undersigned ("Subscriber") hereby irrevocably subscribes for and agrees to purchase Class A Common Stock membership interests (the "Securities"), of SlideBelts Inc.Ark7 Properties Advance LLC - Series #[SERIES], a registered series of a Delaware corporation series limited liability company, (the "Company"), at a purchase price of $0.37 [SHARE_PRICE] per share of Class A Common Stock membership interest (the "Per Security Price"), upon the terms and conditions set forth herein. The rights of the Class A Common Stock membership interest are as set forth in Amended the Operating Agreement of Ark7 Properties Advance LLC and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”)respective series designation, filed as an exhibit Exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the "Offering Statement"). (b) . Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ [DATE], 2023 (the "Offering Circular") filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) . It is a condition of the Company's acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. The Subscriber’s 's subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s 's subscription is rejected, Subscriber’s 's payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s 's obligations hereunder shall terminate. (d) . The aggregate number of Securities sold shall not exceed 13,513,513 [MAX_OFFERING] (the "Maximum Offering"). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the "Termination Date"). The There is no minimum offering condition, and the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a "Closing Date"). (e) . In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Ark7 Properties Advance LLC)

Subscription. (a) 1. The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees the number of Units in the Company as set forth on the Signature Page to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), this Agreement at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions Unit set forth hereinon such Signature Page. The rights Investor tenders herewith the purchase price of the Class A Common Stock are Units subscribed for as set forth on the Signature Page to this Subscription Agreement in the form of a check payable to the order of “M▇▇▇▇ Law Firm Trust Account f/b/o MOJO” or a transfer wire to the Escrow Agent as set forth in Amended and Restated Articles of Incorporation of the Company, Wire Instructions attached as amended (the “Restated Articles”), filed as an exhibit Exhibit E to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Memorandum. (b) Subscriber understands that 2. The Company shall use the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part net proceeds of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of as described in the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decisionMemorandum. (c) 3. The SubscriberInvestor understands and hereby acknowledges that: a. The Investor’s subscription for the Units may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended part by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior and absolute discretion. b. This subscription is and shall be irrevocable once delivered to the Termination Date (each a “Closing Date”). (e) In Company except that the event of rejection of this subscription in its entirety, or Investor shall have no obligations hereunder in the event that this subscription is rejected or the Offering is terminated by the Company. c. The Units and Securities have not been registered under the Securities Act and the Securities, when issued, will be deemed to be “restricted securities” under Rule 144 promulgated under the Securities Act and will bear a customary Rule 144 legend. There is no obligation for the Company to register the Securities. The Securities may not be sold, transferred or assigned in the absence of an effective registration statement for such Securities under the Securities Act or an opinion of counsel, in form, substance and scope, is received by the Company, to its satisfaction, that registration is not required under the Securities Act or unless sold pursuant to Rule 144 promulgated under the Securities Act. d. The Securities and Exchange Commission has not reviewed or passed upon the accuracy or adequacy of the Offering Materials. No state securities law administrator has passed on or endorsed the merits of the Offering or the accuracy or the adequacy of the Offering Materials. Any representation to the contrary is unlawful. e. No minimum amount of Units need be sold by the Company. Upon acceptance of the subscription by the Company, the proceeds from the sale of the Units will be made immediately available to the Company and will be utilized by the Company as determined by its Board of Directors and subject to change. f. It is intended that the Units will be made available only to “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities (Act. The Units are being offered pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws for non-public offerings. Such exemptions limit the number and types of investors to which the Offering will be made and restrict subsequent transfers of the interests. g. The Offering Materials do not constitute an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized. In addition, this Agreement constitutes an offer only if a name and identification number appear in the appropriate spaces provided on the cover page of the Agreement and constitutes an offer only to the person whose name appears thereon. Any reproduction or distribution of the Offering Materials in whole or in part, or the divulgence of any of their contents, without the prior written consent of the Company, is prohibited. Any person acting contrary to the foregoing restrictions may place himself and the Company in violation of federal or state securities laws. h. In deciding whether to purchase Units, the Investor must conduct and rely on its own evaluation of the Company and the terms of the Offering, including the merits and risks involved in making an investment decision with respect to the Securities. Prospective investors should not construe the contents of the Offering Materials or any portion thereof) is not consummated for prior or subsequent communications from the Company, or any reasonprofessional associated with the Offering, this Subscription Agreement shall have no force as legal or effecttax advice. The Investor should consult his/her own tax counsel, except for Section 5 hereofaccountant or business advisor, which shall remain in force respectively, as to legal, tax and effectrelated matters concerning its purchase of the Units. (f) i. The terms Company shall use the net proceeds of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effectivegeneral working capital purposes. j. Except as otherwise indicated, the Transferee shall have executed and delivered to Agreement speaks as of the date thereof. Neither the delivery of the Agreement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company in advance an instrument in a form acceptable to after the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreementdate hereof.

Appears in 1 contract

Sources: Subscription Agreement (Mojo Data Solutions, Inc.)

Subscription. 1. Subscriber hereby irrevocably subscribes to purchase the number of Shares listed on the signature page hereof at a price per Share equal to $3.90 (the price per share multiplied by the number of shares being purchased hereunder being the "Subscription Price"). 2. As part of the subscription, Subscriber herewith tenders: (a) The undersigned (“two copies of this Agreement duly completed and executed by Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) payment of the Subscription Price made by wire transfer of immediately available funds in U.S. Dollars to the account of Research Frontiers Incorporated at JP Morg▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇0 Tarbell Road, ▇▇▇▇▇▇▇▇, New York 13206, Account No.: 825-624-290, ABA ▇ire Code No.: 021 000 021. 3. Subscriber understands and agrees that the Securities are being offered pursuant to an offering circular dated _______ (subscription contained herein shall not be deemed binding upon the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required Company until it is accepted by the Subscriber to make an investment decision. (c) The Subscriber’s Company and that the subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion for any reason. Subscriber further acknowledges and agrees that, subject to applicable law, this subscription is irrevocable. 4. If this subscription is not accepted by the Company, all Subscription Funds and the documents herewith delivered to the Company by Subscriber will be returned promptly to Subscriber. In such event, all proceeds theretofore received by the Company from the Subscriber will be refunded in accordance with applicable SEC regulations full, without interest or deduction. 5. If this subscription is accepted by the Company, then the Company shall promptly countersign both copies of this Agreement and return one fully executed copy to Subscriber. All Subscription Funds of Subscriber shall be applied to the purchase of the Shares which Shares shall then be delivered to the Subscriber either, as specified by Subscriber, in certificate form or by electronic book-entry at The Depository Trust Company by instructing the Company's transfer agent, Continental Stock Transfer and Trust Company, to make such Shares available to Subscriber under the Deposit/Withdrawal at Custodian ("DWAC") system. All Subscription Funds of Subscriber shall be used for research and development, working capital, acquisitions, and for general corporate purposes in such other period required to sell amounts as the Maximum Offering (the “Termination Date”)Company, in its discretion, deems appropriate. The Company may elect at any time to close all or any portion of this offeringalso, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entiretydiscretion, or in apply such Subscription Funds towards the event development of products using the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to Company's technology through an investment by the Company in advance an instrument in a form acceptable one or more joint ventures with third parties set up for such purposes, or may directly apply Subscription Funds to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreementproduct development.

Appears in 1 contract

Sources: Subscription Agreement (Research Frontiers Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Units (the “Securities”), of SlideBelts MJ Harvest Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.37 1.00 per share of Class A Common Stock Unit (the “Per Security Price”), upon the terms and conditions set forth herein. Each Unit will be comprised of one share of the Company’s Common Stock and one Warrant for the purchase of an additional share of Common Stock. The rights and preferences of the Class A Common shares of Commons Stock are as set forth in Amended and Restated Articles of Incorporation of the Company’s bylaws, included as amended (the “Restated Articles”), filed as an exhibit Exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ June 16, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________July 31, 2022 unless otherwise extended up to 90 days by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber Subscriber, and the terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (MJ Harvest, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the Stock(the “Securities”), of SlideBelts Inc.DeepBlue Innovations, a Delaware Wyoming corporation (the “Company”), at a purchase price of $0.37 1.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Class A Common Stock are as set forth in Amended and Restated Certificate of Incorporation Articles of Incorporation Amendment, bylaws, and any description of the Company, as amended (the “Restated Articles”), filed as an exhibit to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 5,000,000 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until _________October 31, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering 2023 (the “Termination Date”). The Providing that subscriptions for 25,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.VirExit Technologies, Inc. a Delaware Wyoming corporation (the “Company”), at a purchase price of $0.37 0.002 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 2,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (VirExit Technologies, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class Series A Common Preferred Stock (the “Securities”), of SlideBelts GolfSuites 2, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.37 5 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of minimum subscription is $500. The Series A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Series A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series A Preferred Stock are as set forth in Amended and Restated Articles Certificate of Incorporation of the Company, included as amended (the “Restated Articles”), filed as an exhibit Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______ ______] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (GolfSuites 2, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock common shares (the “Securities”), of SlideBelts PogoTec, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.37 [_____] per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is [$_____]. The rights and preferences of the Class A Common Stock common shares are as set forth in the Company’s Proposed Amended and Restated Articles Certificate of Incorporation of the Company, and Proposed Amended and Restated Bylaws attached as amended (the “Restated Articles”), filed as an exhibit Exhibits 2.3 and 2.5 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______ ,] 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 [__________] (the “Maximum Offering”). The Company may accept subscriptions until _________[DATE], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for [_________] Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (PogoTec, Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Maptelligent, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.37 .01 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of minimum purchase requirement per investor is 166,667 Offered Shares ($20,000); however, we can waive the Class A Common Stock are as set forth minimum purchase requirement on a case-by-case basis in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) d. The aggregate number of Securities sold shall not exceed 13,513,513 500,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Maptelligent, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Grow Solutions Holdings, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.37 0.03 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 100,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Grow Solutions Holdings, Inc.)

Subscription. (a) The undersigned ("Subscriber") hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the "Securities"), of SlideBelts Las Vegas Railway Express, Inc., a Delaware Nevada corporation (the "Company"), at a purchase price of $0.37 0.001 per share of Class A Common Stock (the "Per Security Price"), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the "Offering Circular") filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s 's subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s 's subscription is rejected, Subscriber’s 's payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s 's obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 5,000,000,000 shares (the "Maximum Offering"). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the "Termination Date"). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a "Closing Date"). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Las Vegas Railway Express, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class the Series A Preferred Stock, convertible into Common Stock (the “Securities”), of SlideBelts The Good Earth Organics, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 1.65 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1,000. The rights of the Class Series A Common Preferred Stock are as set forth in the Amended and Restated Articles Certificate of Incorporation of the CompanyIncorporation, which is attached as amended (the “Restated Articles”), filed as an exhibit Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ July [XX, 2020] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 6,060,606 (the “Maximum Offering”). The Company may accept subscriptions until _________, 2021, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for $500,000 in Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Good Earth Organics, Inc.)

Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares (the “SecuritiesShares”) of Series A Preferred Stock, par value $0.001 per share (the “Series A PreferredStock”), of SlideBelts Virtuix Holdings Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 ___ per share of Class Series A Common Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights purchase price of each Share is payable in the Class A manner provided in Section 2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated ArticlesSecurities.), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber Investor understands that the Securities Shares are being offered pursuant to an offering circular the Offering Circular dated _______ _______, 2015 and its exhibits (the “Offering Circular”) as filed with the SEC as part of Securities and Exchange Commission (the Offering Statement“SEC”). By executing this Subscription Agreementsubscribing to the Offering, Subscriber Investor acknowledges that Subscriber Investor has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Shares. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forto purchase hereunder. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. If SubscriberInvestor’s subscription is rejected, SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to Subscriber Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminate. (d) The aggregate number of Securities shares of Series A Preferredthat may be sold by the Company in this offering shall not exceed 13,513,513 ______________ shares (the “Maximum Offering”). The Company may accept subscriptions until _____________, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other additional period as may be required to sell the Maximum Offering Units (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing DateClosing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) is to Investoris not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Virtuix Holdings Inc.)

Subscription. (a) The undersigned (“Subscriber”) 1.1 On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), such number of SlideBelts Inc., a Delaware corporation (the “Company”), Subscription Receipts as is set forth on page 2 of this Agreement at a purchase price of $0.37 0.45 per share Subscription Receipt for the Subscription Amount shown on page 2 of Class A Common Stock this Agreement, which is tendered herewith (such subscription and agreement to purchase being the “Per Security Price”"Subscription"), upon and the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required Issuer agrees to sell the Maximum Offering (Subscription Receipts to the “Termination Date”). The Company may elect at any time to close all or any portion Subscriber, effective upon the Issuer's acceptance of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)Agreement. (e) 1.2 In the event of rejection the occurrence of the Escrow Release Condition (as defined herein), each Subscription Receipt will automatically convert into one Unit for no additional consideration. Each Unit will consist of one Share and one Warrant. The Warrants will be transferable. Each Warrant will entitle the holder thereof to purchase one Warrant Share, as presently constituted, for a period of three (3) years commencing from the Closing Date at an exercise price of $0.55 per Warrant Share until the date of expiration of the Warrant. The Subscription Receipts, the Units, the Shares, the Warrants and the Warrant Shares are referred to herein as the "Securities". Notwithstanding any other provision in this subscription in its entiretyAgreement, or in the event that the sale Shares have a closing price on the TSX Venture Exchange (the "Exchange") (or such other exchange on which the Shares may be traded at such time) of $1.75 or greater per Share for a period of twenty (20) consecutive trading days at any time from the Closing Date, the Issuer may accelerate the expiry date of the Securities Warrants by giving notice to the holders thereof (by disseminating a news release advising of the acceleration of the expiry date of the Warrants) and, in such case, the Warrants will expire on the thirtieth day after the date of such notice (the "Acceleration Provision"). 1.3 The Subscriber acknowledges that the Subscription Receipts have been offered to the Subscriber as part of an offering by the Issuer of additional Subscription Receipts to other subscribers (the "Offering"). 1.4 All dollar amounts referred to in this Agreement are in lawful money of the United States of America, unless otherwise indicated. 1.5 The Subscriber acknowledges and agrees that this Agreement, the Subscription Amount and any other documents delivered in connection herewith will be held by ▇▇▇▇▇ ▇▇▇▇▇▇ LLP (the "Escrow Agent"), legal counsel to the Issuer, by or any portion thereof) on behalf of the Issuer. In the event that this Agreement is not consummated accepted by the Issuer for any whatever reason, this which the Issuer expressly reserves the right to do, the Issuer will cause the Escrow Agent to return the Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. Amount (fwithout interest thereon) The terms to the Subscriber at the address of the Subscriber as set forth on page 2 of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Private Placement Subscription Agreement (ALKALINE WATER Co INC)

Subscription. If any Manager defaults in its obligations to subscribe or purchase any amount of Securities, or if the Lead Manager in its absolute discretion believes that any Manager will so default: (a1) The undersigned the Lead Manager may require each non‑defaulting Manager who has agreed to subscribe or purchase Securities in a principal amount that is less than its Commitment, to subscribe or purchase additional Securities, but so that no non‑defaulting Manager shall, under this paragraph (“Subscriber”1) hereby irrevocably subscribes for and agrees be obliged to subscribe or purchase Class A Common Stock (a principal amount of Securities in excess of its Commitment. In exercising its rights under this paragraph, the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit Lead Manager shall allocate Securities to the Offering Statement of non‑defaulting Managers to which the Company filed with the SEC paragraph applies in proportion to their Commitments, subject to paragraphs (the “Offering Statement”3) and (4). (b2) Subscriber understands if any Securities remain to be subscribed or purchased after the application of paragraph (1) the Lead Manager may require the non‑defaulting Managers to subscribe or purchase such Securities in proportion to their Commitments, but so that the no non‑defaulting Manager shall, under this paragraph (2), be obliged to subscribe or purchase a principal amount of Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part in excess of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies Additional Percentage of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decisionits Commitment. (c3) The Subscriber’s subscription the Lead Manager may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by adjust the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether it requires any Manager to subscribe or purchase under this subscription Clause up or down to such extent as it may deem expedient and equitable so as to ensure that no Manager is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering subscribe or pay for a fraction of any Security, and in doing so may disregard any limitation contained in paragraph (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”2). (e4) In as an alternative and/or in addition to paragraphs (1) and/or (2), the event of rejection of this subscription Lead Manager may, in its entiretyabsolute discretion, subscribe or in purchase any Securities to which this Clause applies and/or offer them to any person (whether or not a Manager) or retain them for its/their own account. Any Securities to which this Clause relates will be subscribed or purchased at the event Issue Price (unless the sale only subscriber or purchaser is the Lead Manager and it determines otherwise). A Manager who subscribes or purchases Securities of a defaulting Manager is entitled to receive its pro rata share of the Securities Combined Commission payable to such Manager (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain subject to adjustment in force and effectaccordance with Clause 6(b)). (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Agreement Among Managers

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Critical Solutions, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 0.025 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 100,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Critical Solutions, Inc.)

Subscription. (a) The undersigned Purchaser hereby tenders to the Company this Subscription Agreement which, upon acceptance by the Company, will constitute an irrevocable agreement of the Purchaser to purchase from the Company and, of the Company to sell to the Purchaser, the number of subscription receipts of the Company (“SubscriberSubscription Receipts”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock set out on the face page hereof (the “Purchaser’s Securities”) at the price of $0.60 per Purchaser’s Security (the “Purchase Price”), all on the terms and subject to the conditions set out in this Subscription Agreement. Each Subscription Receipt shall be automatically exercised (without any further action by the holders thereof) for one unit of SlideBelts Inc.the Company (a “Unit”) without payment of any consideration in addition to the Purchase Price of such Subscription Receipt, upon the completion of the acquisition of the La Libertad gold mine in Nicaragua (“La Libertad”) and a Delaware corporation 60% interest in the Cerro Quema gold deposit in Panama (the “CompanyAcquisition”) on terms previously disclosed and otherwise reasonably acceptable to the Underwriters, including, for greater certainty, the delivery to the Underwriters of a favourable legal opinion with respect to title of La Libertad (the “Escrow Condition”), at . Each Unit will consist of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant a “Warrant”). Each Warrant shall entitle the holder to purchase one common share of the Company (a “Warrant Share”) for a purchase price of $0.37 per share 0.80 until the earlier of Class A Common Stock (i) two years following the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), and (ii) at the option of the Company, the date that is 30 days following provision of notice to warrantholders from the Company that the closing price of its common shares on the TSX (as hereinafter defined) has been at least $1.20 for 30 consecutive trading days (such notice not to be provided prior to the date which is four months and one day following the Closing Date), subject to adjustment in certain events. The gross proceeds of the Offering less the Underwriters’ Commission (as hereinafter defined) (the “Escrowed Proceeds”) will be held in escrow on behalf of the Purchasers by an escrow agent acceptable to the Lead Underwriter in an interest bearing account. The Escrowed Proceeds (and accrued interest) will be released to the Company upon satisfaction of the Escrow Condition, at which time each Subscription Receipt shall automatically be exercised for one Unit. If the Escrow Condition is not satisfied on or before 5:00 p.m. (Toronto time) on July 31, 2006 (the “Escrow Deadline”), the Escrowed Proceeds (plus accrued interest) shall be used by the Company to repurchase the Subscription Receipts at its sole discretiona redemption price per Subscription Receipt equal to the Purchase Price thereof plus a pro rata amount of any interest accrued in respect of the Escrowed Proceeds to the date of redemption. In additionTo the extent that the Escrowed Proceeds (plus accrued interest) are not sufficient to purchase all of the Subscription Receipts, the Company, at its sole discretion, may allocate Company will contribute such amounts as are necessary to Subscriber only a portion of the number of Securities Subscriber has subscribed forsatisfy any shortfall. The Company will notify Subscriber whether this Subscription Receipts shall be created and issued pursuant to a subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 receipt agreement (the “Maximum OfferingSubscription Receipt Agreement). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for ) to be entered into between Equity Transfer Services Inc. (or such other period required to sell the Maximum Offering (the “Termination Date”). The Company trust company as may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company and the Lead Underwriter), in its sole discretioncapacity as subscription receipt agent thereunder, the Lead Underwriter and the Company to be dated as of the Closing Date (as hereinafter defined). The specific attributes of the Subscription Receipts shall be set forth in the Subscription Receipt Agreement. The Warrants shall be created and issued pursuant to which a warrant indenture (the proposed Transferee “Warrant Indenture”) to be entered into between Equity Transfer Services Inc. (or such other trust company as may be acceptable to the Company and the Lead Underwriter), in its capacity as warrant agent thereunder and the Company to be dated as of the Closing Date. The specific attributes of the Warrants shall acknowledgebe set forth in the Warrant Indenture. The Purchaser (and, agreeif applicable, such others on behalf of whom it is contracting hereunder) acknowledges and agrees that the rights of the holders of the Subscription Receipts may be bound modified under the Subscription Receipt Agreement pursuant to an extraordinary resolution approved either by holders of Subscription Receipts representing at least 66 2/3% of the representations and warranties outstanding Subscription Receipts that attend or are represented at a duly convened meeting of Subscriber and terms Subscription Receipt holders or by written consent of this holders of Subscription AgreementReceipts representing at least 66 2/3% of the outstanding Subscription Receipts.

Appears in 1 contract

Sources: Subscription Agreement (Yamana Gold Inc)

Subscription. (a) 1.1 The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the number of shares (the “Securities”"Shares") of common stock, par value $.001 per share (the "Common Stock"), of SlideBelts VSI Enterprises, Inc., a Delaware corporation (the "Company"), indicated on the signature page attached hereto at a the purchase price per Share set forth on such signature page (the "Purchase Price"). The undersigned has made payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the purchase price of $0.37 per share the Shares for which the undersigned is subscribing (the "Payment"). 1.2 The undersigned understands that it will not earn interest on any funds held by the Company prior to the date of Class A closing of the Offering. The Company may hold an initial closing of the Offering (the "Initial Closing") at any time. The date of the Initial Closing is hereinafter referred to as the "Initial Closing Date." The Company may hold additional interim closings after the Initial Closing. Any such interim closings are each hereinafter referred to as an "Additional Closing" and shall occur on one or more dates each hereinafter referred to as an "Additional Closing Date." The Initial Closing Date and the Additional Closing Dates are each hereinafter sometimes referred to as a "Closing Date." Upon receipt by the Company of the requisite payment for all Shares to be purchased by the subscribers whose subscriptions are accepted (each, a "Subscriber") at the Initial Closing or any Additional Closing, as applicable, and subject to the satisfaction of certain conditions, the Shares so purchased will be issued in the name of each such Subscriber, and the name of such Subscriber will be registered on the stock transfer books of the Company as the record owner of such Shares. The Company will issue to each Subscriber a stock certificate for the Shares purchased. 1.3 The undersigned hereby agrees to be bound hereby upon (i) execution and delivery to the Company, of the signature page to this Subscription Agreement and (ii) acceptance on the Initial Closing Date or an Additional Closing Date, as the case may be, by the Company of the undersigned's subscription (the "Subscription"). 1.4 The undersigned agrees that the Company may, in its sole and absolute discretion, reduce the undersigned's subscription to any number of shares of Common Stock (that in the “Per Security Price”), upon aggregate does not exceed the terms and conditions set forth hereinnumber of Shares of Common Stock hereby applied for without any prior notice to or further consent by the undersigned. The rights of undersigned hereby irrevocably constitutes and appoints the Class A Common Stock are as set forth in Amended Company and Restated Articles of Incorporation each officer of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement each of the Company filed foregoing acting singularly, in each case with full power of substitution, the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part true and lawful agent and attorney-in-fact of the Offering Statement. By executing undersigned, with full power and authority in the undersigned's name, place and stead to amend this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreementincluding, copies in each case, the undersigned's signature page thereto, to effect any of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion foregoing provisions of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)Section 1.4. (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Vsi Enterprises Inc)

Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the number of shares (the “SecuritiesShares”) of common stock, par value $0.0001 per share (the “Common Stock”), of SlideBelts Precis Health, Inc., a Delaware an Oklahoma corporation (the “Company”), indicated on the signature page attached hereto at the aggregate purchase price set forth on such signature page (the “Purchase Price”). Subscriber has made payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Shares for which Subscriber is subscribing (the “Payment”). 1.2 This subscription is made pursuant to an offering by the Company of up to 1,500,000 of its shares of Common Stock (the “Securities”) at a purchase price of $0.37 0.50 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Offering. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by hold an initial closing of the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Initial Closing”) at any time. The date of the Initial Closing is hereinafter referred to as the “Initial Closing Date”). The Company may elect at any time hold additional interim closings after the Initial Closing. Any such interim closings are each hereinafter referred to close all as an “Additional Closing” and shall occur on one or any portion of this offering, on various more dates at or prior each hereinafter referred to as an “Additional Closing Date”. The Initial Closing Date and the Termination Date (Additional Closing Dates are each hereinafter sometimes referred to as a “Closing Date”. Upon receipt by the Company of the requisite payment for all Securities to be purchased in the Offering by the subscribers whose subscriptions are accepted at the Initial Closing or any Additional Closing, as applicable, and subject to the satisfaction of certain conditions, the Securities so purchased will be issued in the name of each such subscriber, and the name of such subscriber will be registered on the stock transfer books of the Company as the record owner of such Securities. The Company will promptly thereafter issue to each subscriber participating in such closing a stock certificate for the Securities so purchased. 1.3 Subscriber hereby agrees to be bound hereby upon (i) execution and delivery to the Company of the signature page to this Agreement and (ii) acceptance on the Initial Closing Date or an Additional Closing Date, as the case may be, by the Company of Subscriber’s subscription (the “Subscription”). (e) In 1.4 The Company may pay finder’s or broker/dealer fees in connection with the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectOffering. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Precis Health, Inc.)

Subscription. (a) 1.1 The undersigned (the "Subscriber") is the holder of a promissory note (the SubscriberPromissory Note”) dated September 16, 2010, issued by the Company in the original principal amount of $200,000 (the “Principal Amount”). The Principal Amount has earned interest at the rate of five percent per annum since the date of the Promissory Note and the total amount of interest due through the date of this Subscription Agreement is $5,000 (the “Accrued Interest”). The Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the number of Units (the “SecuritiesUnits) specified on Page 10 of this Subscription Agreement, at a price of US$1.00 per Unit (such subscription and agreement to purchase being the "Subscription"), of SlideBelts Inc., a Delaware corporation for the total subscription price (the “Subscription Price”) specified on Page 10 of this Subscription Agreement. The Subscription Price shall be paid by applying the Principal Amount and the Accrued Interest and the Promissory Note shall be marked “PAID” at closing, all on the basis of the representations and warranties and subject to the terms and conditions set forth herein. 1.2 Each Unit consists of one share of the Company’s common stock and one-half of a share purchase warrant (together or individually; the "Securities"). Each whole share purchase warrant (each a “Warrant), at a ) will entitle the holder to purchase price one share of the Company’s common stock for $0.37 1.75 per share until the second anniversary of Class A Common Stock (the “Per Security Price”), upon date on which the Warrant is issued. 1.3 The Company hereby agrees to sell the Shares to the Subscriber on the basis of the representations and warranties and subject to the terms and conditions set forth herein. The rights of Subject to the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of terms hereof, the Subscription Agreement will be effective upon its acceptance by the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant 1.4 Unless otherwise provided, all dollar amounts referred to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain are in force and effectlawful money of the United States of America. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Private Placement Subscription Agreement (Striker Energy Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase units comprised of two shares of Class A Common Stock Stock, par value $0.0001 (the “SecuritiesClass A Common Stock”), of SlideBelts Cloudastructure, Inc., a Delaware corporation (the “Company”), and a warrant to purchase one share of Class A Common Stock (the “Warrant”), of the Company (the “Units”) , at a purchase price of $0.37 1.00 per share of Class A Common Stock Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $250.00. The shares of Class A Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the shares Class A Common Stock issuable upon exercise of the Warrants are also referred to as the “Securities.” The rights of the Class A Common Stock are as set forth in Amended and Restated Articles Certificate of Incorporation of the Company, as amended Company (the “Restated ArticlesCertificate”), filed as an exhibit Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)) and the terms of the Warrants are as set forth in the Warrant and Warrant Agreement attached as Appendix B to this Subscription Agreement. In this Subscription Agreement, the shares of Class A Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Class A Common Stock issuable upon exercise of the Warrants are referred to as the “Warrant Shares. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ , 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 28,571,428 Units (the “Maximum Offering”). The Company may accept subscriptions until _________[DATE], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Cloudastructure, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Security Interests (the “Securities”), of SlideBelts Inc.LiquidPiston 2024 Reg CF SPV LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The Company is serving as a “crowdfunding vehicle” as defined under Rule 3a-9 of the Investment Company Act of 1940, as amended, for shares of Common Stock (the “Common Stock”) to be acquired from LiquidPiston Inc., a Delaware corporation (the “Crowdfunding Issuer”). The Securities being subscribed for under this Subscription Agreement constitute limited liability company membership interests of the Company which relate to securities issued by the Crowdfunding Issuer on a one-to-one basis with the shares of Common Stock being offered at a price of $11.50 per share (the “Underlying Securities”), plus a 2.5% investor transaction fee. The rights of the Class A Common Stock Securities are as set forth in Amended and Restated Articles of Incorporation the Limited Liability Company Agreement of the Company, ; and the rights of the Underlying Securities are as amended (set forth in the “Restated Articles”), filed as an exhibit to Certificate of Incorporation and Bylaws of the Crowdfunding Issuer; and any description of the Securities or the Common Stock that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Crowdfunding Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Limited Liability Company Agreement of the Company. (c) The Subscriber acknowledges that Subscriber has read the educational materials on the landing page, and has been informed of Subscriber’s subscription right to cancel the investment up to 48-hours prior to the Termination Date (defined below); however, once the Subscription Agreement is accepted by the Company and Crowdfunding Issuer there is no cancelation right; (d) Subscriber acknowledges that there may be promoters for this Offering, and in the case that there are any communications from promoters, the promoter must clearly disclose in all communications the receipt of compensation, and that the promoter is engaged in promotional activities on behalf of the Company and Crowdfunding Issuer. A promoter may be any person who promotes the Company’s and Crowdfunding Issuer's offering for compensation, whether past or prospective, or who is a founder or an employee of an issuer that engages in promotional activities on behalf of the Company and Crowdfunding Issuer; and (e) Subscriber acknowledges that Subscriber has been informed of the compensation that DealMaker Securities LLC and affiliates receives in connection with the sale of securities in the Regulation CF offering and the manner in which it is received. (f) Subscriber understands that the Crowdfunding Issuer, as Manager of the Company, will make all decisions for the Company even though the Subscriber’s investment is not made with the Crowdfunding Issuer. (g) This Subscription may be accepted or rejected in whole or in part, at any time prior to a the Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (dh) The aggregate number value of Securities the shares of Common Stock to be sold by the Crowdfunding Issuer shall not exceed 13,513,513 $4,999,998.18 (the “Maximum Offering”including an investor transaction fee). The Company may accept subscriptions until _________December 31, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering 2024 (the “Termination Date”). The Provided that subscriptions of $11,787.50 worth of Securities, including a 2.5% investor transaction fee are received, the Company may elect at any time to close all or any a portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ei) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 8 hereof, which shall remain in force and effect. (fj) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber as set forth herein and the terms of this Subscription Agreement. (k) Each closing of the purchase and sale of the Securities (each a “Closing”) shall take place at such time and place as the Company may designate by notice to Subscriber.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common the number of shares (the "Shares") of convertible preferred stock (the "Preferred Shares"), of Onny Investment Ltd., a British Virgin Islands corporation (the "Company"), indicated on the signature page attached hereto at the purchase price set forth on such signature page (the "Purchase Price"). Subscriber has made payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Preferred Shares for which Subscriber is subscribing (the "Payment"). 1.2 This Agreement is part of an offering of Preferred Shares being conducted by the Company (the "Offering"). Under the terms of the Offering, the Company seeks to raise $5 million (USD) (proceeds from the Offering being referred to herein as the "Gross Offering Proceeds") based on an Offering price of $500 per share, which represents 25.2% of the equity ownership in the Company. As soon as reasonably practicable following the closing of the Offering, such Preferred Shares shall be converted on a one for one basis into shares of the Company's common capital stock and then exchanged for shares of the common stock (the "Public Company Shares") of a US domiciled company that is obligated to file periodic reports with the US Securities and Exchange Commission and whose shares are eligible for quotation on the NASD Over-the Counter Bulletin Board (the "Public Company") upon the closing of a stock exchange transaction (the "Exchange Transaction") between the Company and the Public Company. Upon consummation of the Exchange Transaction, it is anticipated that Subscribers in the Offering will own 20 % of the issued and outstanding common stock of the Public Company. The Subscribers and the Company acknowledge and agree that immediately after the consummation of the Exchange Transaction, the Public Company shall issue to Ms. Heung Mei Tsui (a shareholder of the Company) an additional 4,▇▇▇,▇▇▇ ▇▇▇▇▇▇ of the Public Company Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation "Post Closing Shares") to which she would otherwise have been entitled under the Exchange Transaction. 1.3 The Company agrees that neither it nor the Public Company shall undertake any other financings (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement other than acquisitions utilizing capital stock of the Company filed with or the SEC (the “Offering Statement”). (b) Subscriber understands Public Company, it being understood that the Securities are being offered pursuant to an offering circular dated _______ shares issuable in such transaction shall not be registered until the Registration Statement is deemed effective by the SEC) involving Equity Common Shares (as defined below) on terms more favorable than those in the Offering Circular”until thirty (30) filed with days after the SEC as part effectiveness of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges Registration Statement (as that Subscriber has received this Subscription Agreement, copies term is defined below) covering all of the Offering Circular and Offering StatementPublic Company Shares, including exhibits thereto, and any other information required by without the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion written approval of the number holders of Securities Subscriber has subscribed fora majority of the holders of the Public Company Shares. The Company will notify Subscriber whether this subscription and the Public Company may complete a financing on terms that are less favorable than those in the Offering at their discretion; however, the Company acknowledges that the Equity Common Shares sold in such an offering can not be registered for resale until after the date the Registration Statement is accepted (whether in whole declared effective by the SEC. The term "Equity Common Shares" as used herein shall mean all capital stock of the Company or in part) the Public Company, plus all rights, warrants, options, convertible preferred shares, indebtedness, exchangeable securities or rejectedother rights, exercisable for or convertible into, directly or indirectly, capital stock of the Company or the Public Company. If Subscriber’s subscription is rejectedNotwithstanding the above, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold "Equity Common Shares" shall not exceed 13,513,513 (include any common shares of the “Maximum Offering”). The Public Company may accept subscriptions until _________, unless otherwise extended issued pursuant to any incentive or stock option plan of the Public Company approved by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell shareholders or the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion board of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale directors of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectPublic Company. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Ts Electronics Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the number of membership interests, which we refer to herein as shares (the “Securities”)) of %%NAME_OF_ISSUER%%, of SlideBelts Inc., a Delaware corporation (the “Company”), a Delaware limited liability company (the “Master LLC”) set forth on the signature page hereof at a purchase price of $0.37 35.00 per share share. The minimum investment amount is $22,820.00 or 652 shares of Class A Common Stock (the “Per Security Price”), upon Company; provided that the terms and conditions set forth hereinCompany may accept a lower investment amount in its sole discretion. The rights of the Class A Common Stock Securities are as set forth in Amended and Restated Articles the Limited Liability Company Agreement of Incorporation of the Company, as amended StartEngine Private LLC (the “Restated ArticlesMaster Operating Agreement), filed as an exhibit to ) and the Offering Statement Limited Liability Company Agreement of the Company filed with the SEC %%NAME_OF_ISSUER%% (the “Offering StatementSeries Operating Agreement”, and collectively with the Master Operating Agreement, the “Operating Agreements”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, Agreement and any other information required by the Subscriber to make an investment decision. (c) The SubscriberEffective upon the Company’s subscription acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Series Operating Agreement as if the Subscriber were a party to it (and grants to the Manager and the Liquidating Trustee, if applicable, the power of attorney described therein). (d) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the receipt of funds in accordance with Section 2(a) below and confirmation of accredited investor status in accordance with Section 4(d), the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all (of such rejected portion) of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number amount of Securities sold shall not exceed 13,513,513 $%%MAX_FUNDING_AMOUNT%% , unless otherwise increased by the Company in its sole discretion (the “Maximum Offering”). The Company may accept subscriptions until _________%%FUNDING_END_DATE%%, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 652 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Purchase Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class the Series A Common Preferred Stock (the “Securities”), of SlideBelts Graze, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 5.80 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is 172 shares. The rights of the Class Series A Common Preferred Stock are as set forth in the Second Amended and Restated Articles Certificate of Incorporation and Certificate of the CompanyAmended thereto, which are included as amended (the “Restated Articles”), filed as an exhibit exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ November 9, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 862,069 (the “Maximum Offering”). The Company may accept subscriptions until _________, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).

Appears in 1 contract

Sources: Subscription Agreement (Graze, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Non-Voting Common Stock (the “Securities” or “Common Stock” or “Non-Voting Common Stock”), of SlideBelts Elegance Spirits, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 10.00 per share of Class A Common Stock (the “Per Security Price”), ) with a minimum purchase of 25 shares or $250.00 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles the Certificate of Incorporation of the CompanyIncorporation, as amended (amended, included in the “Restated Articles”), filed as an exhibit Exhibits to the Offering Statement Circular of the Company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular Offering Circular dated _______ (the “Offering Circular”) December 26, 2018 , filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 5,000,000 shares of Non-Voting Common Stock (the “Maximum OfferingNumber of Shares”). The Company may accept subscriptions until _________December 26, 2019, unless otherwise the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”)) or until the Maximum Number of Shares under the Offering are sold. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.For the Earth Corp., a Delaware corporation (the “Company”), at a purchase price of $0.37 0.0001 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 13,513,513 5,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (For the Earth Corp.)

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), number of SlideBelts Inc., a Delaware corporation (Shares set forth on the “Company”), signature page hereto at a purchase price of $0.37 per share of Class A Common Stock (the Per Security Share Purchase Price”), upon the terms and conditions set forth herein. The rights of aggregate purchase price for the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended Shares with respect to each Subscriber (the “Restated ArticlesPurchase Price), filed as an exhibit to ) is payable in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)manner provided in Section 2 below. (b) The Subscriber understands that the Securities Shares are being offered pursuant to an offering circular the Regulation A Offering Circular dated _______ _____, 2019 and its exhibits (collectively, the “Offering Circular”) as filed with the SEC as part of the Offering StatementSEC. By executing this Subscription Agreementsubscribing to the Offering, the Subscriber acknowledges that the Subscriber has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decisiondecision with respect to the Shares. After the Offering Circular has been qualified by the SEC, Prime Trust, LLC, appointed by the Company as escrow agent for the Offering (the “Escrow Agent”), will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) The Subscriber’s This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to the Subscriber only a portion of the number of Securities the Shares that the Subscriber has subscribed forfor hereunder. The Company will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect, and investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom. (fd) The terms of this Subscription Agreement shall be binding upon Subscriber and Company may close on investments on a “rolling” basis at its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effectivediscretion. Funds will remain in escrow until a Closing has occurred. Upon a Closing, the Transferee shall have executed and delivered Escrow Agent will release the funds to the Company in advance an instrument in a form acceptable to Company. In the Company in its sole discretion, pursuant to which event that the proposed Transferee shall acknowledge, agree, and be bound Offering does not close by the representations and warranties of Subscriber and terms of this Subscription AgreementTermination Date, any funds tendered will be promptly returned by the Escrow Agent, without interest or deduction.

Appears in 1 contract

Sources: Subscription Agreement (Apex Farms Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock the Series C Units (the “Securities”), of SlideBelts Inc.UNATION, LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $0.37 12.00 per share of Class A Common Stock (the Unit(the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock Series C Units are as set forth in the [Amended and Restated Articles Operating Agreement of Incorporation of the CompanyUNATION, as amended (the “Restated Articles”), LLC] which is filed as an exhibit Exhibit to the Offering Statement of the Company Circular filed with the SEC (the “Offering Statement”)SEC. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the [Amended and Restated Operating Agreement.] (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the 2,500,000(the “Maximum Offering”). The Company may accept subscriptions until _________[DATE], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering Units (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Unation, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts EGPI Firecreek, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.37 0.016 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 1,250,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Egpi Firecreek, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc.Blue Marble Energy Corporation, a Delaware Washington corporation (the “Company”), at a purchase price of $0.37 1.25 per share of Class A Common Stock (the “Per Security Price”) (in a minimum amount of $300 for initial investments and $200 for subsequent investments), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in the Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed included as an exhibit Exhibit to the Offering Statement of the Company company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated January _______ , 2016 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The This Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 14,400,000 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until _________, 2018, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering maximum number of shares (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Blue Marble Energy Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock a 8 Percent Revenue Share (the “SecuritiesRevenue Share”), of SlideBelts Inc., a Delaware corporation TNHC LLC (the “Company”), at a purchase price Limited Liability Company, organized under the state of Tennessee, for the principal amount of $0.37 per share of Class A Common Stock (the “Per Security Price”)[RS AMOUNT], upon the terms and conditions set forth herein. The rights Securities being subscribed for under this Subscription Agreement and any other security that may be issuable upon conversion or exercise of the Class A Common Stock Securities are also referred to as the “Securities.” The rights and preferences of the Securities are as set forth in Amended the Company’s Operating Agreement and Restated Articles of Incorporation any description of the Company, as amended (the “Restated Articles”), filed as an exhibit to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Memorandum of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number principal amount of Securities sold shall not exceed 13,513,513 750,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering 07/01/2020 (the “Termination Date”). The Providing that subscriptions for 75,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock from the Company, and the Company agrees to issue and sell to Subscriber, such number of PIPE Subunits as is set forth on the signature page of this Subscription Agreement (the “SecuritiesSubscribed Subunits), of SlideBelts Inc., a Delaware corporation () at the “Company”), at a purchase price of $0.37 Purchase Price per share of Class A Common Stock (the “Per Security Price”), upon PIPE Subunit and on the terms and conditions set forth provided for herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that Notwithstanding anything to the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing contrary contained in this Subscription Agreement, Subscriber acknowledges that Subscriber has received this if after the date of the Original Subscription Agreement, copies Subscriber has acquired or hereafter acquires ownership of Public Subunits in the open market or in privately negotiated transactions with third parties (along with any related rights to redeem or convert such Public Subunits in connection with any redemption conducted by the Company in accordance with the Company’s organizational documents and the IPO Prospectus in conjunction with the Transaction Closing (the “Closing Redemption”) or in conjunction with an amendment of the Offering Circular and Offering Statement, including exhibits theretoCompany’s organizational documents to extend its deadline to consummate its Business Combination (as defined below) (an “Extension Redemption”, and the Closing Redemption or any other information required Extension Redemption, a “Redemption”)) at least prior to the Company’s meeting of shareholders to approve the Transaction (the “Transaction Meeting”) and Subscriber does not redeem or convert such Public Subunits in connection with any Redemption (including revoking any prior redemption or conversion elections made with respect to such Public Subunits) (such Public Subunits, “Non-Redeemed Subunits”), the number of Subscribed Subunits for which Subscriber is obligated and has the right to purchase under this Subscription Agreement shall be reduced by the number of Non-Redeemed Subunits; provided, that promptly upon the Company’s request, Subscriber will provide the Company with documentary evidence reasonably requested by the Company to make an investment decisionevidence such Non-Redeemed Subunits. (c) The Subscriberparties agree that for each (i) Subscribed Subunit purchased by Subscriber and (ii) Non-Redeemed Subunit owned and not redeemed by Subscriber through the Transaction Closing in accordance with Section 1(b) above, at the Transaction Closing, Target will issue to Subscriber one-half (½) of one Class B CVR (with the aggregate number of Class B CVRs issued under this Subscription Agreement rounded down to the nearest whole Class B CVR) (the Class B CVRs to be issued to Subscriber under this Subscription Agreement, along with the Subscribed Subunits, collectively the “Subscribed Securities”). As to be set forth in the Contingent Value Rights Agreement (as defined in the BCA), each Class A CVR and Class B CVR will automatically terminate and be cancelled upon the final disbursement of all Escrow Shares from the Earnout Escrow Account for either distribution to the Target Shareholders or to Target for cancellation and, if any Escrow Shares are disbursed to Target for cancellation, after reissuance and redelivery of equivalent securities and properties to the CVR Rights Agent and the CVR Rights Agent’s distribution of the same to holders of CVRs, in each case, in accordance with the BCA, the Escrow Agreement and the Contingent Value Rights Agreement. (d) Notwithstanding anything to the contrary set forth in this Subscription Agreement, Subscriber may, at its sole election by providing written notice thereof (the “Subscription Reduction Notice”) to the Company before the final definitive proxy statement for the Transaction Meeting is mailed by the Company to its shareholders (the “Subscription Reduction Notice Deadline”), with Subscriber having had no less than five (5) days’ advance notice of such intended mailing date and with the Closing being no sooner than fourteen (14) days after such mailing date, reduce its obligations to purchase PIPE Subunits under this Subscription Agreement by such number of PIPE Subunits as set forth in the Subscription Reduction Notice (with such revised number of subscribed PIPE Subunits becoming the “Subscribed Subunits” for purposes of this Subscription Agreement) (the “Subscription Reduction”); provided, that in the event that the number of Subscribed Subunits under this Subscription Agreement after giving effect to the Subscription Reduction and the total number of subscribed PIPE Subunits by Other Subscribers under Other Subscription Agreements, after giving effect to any similar rights of Other Subscribers under Other Subscription Agreements to reduce their subscription obligations thereunder (an “Other Subscriber Subscription Reduction”), would in the aggregate be less than sixty percent (60%) of the aggregate of the total number of Subscribed Subunits set forth on the signature page to this Subscription Agreement and the total number of subscribed PIPE Subunits set forth on the signature pages to the Other Subscription Agreements (the “Total PIPE Subunits”), then the total number of PIPE Subunits subscribed under this Subscription Agreement and under Other Subscription Agreements (where the Other Subscriber has elected an Other Subscribed Subscription Reduction) which is subject to reduction as a result of the Subscription Reduction or Other Subscriber Subscription Reduction, as applicable, shall be reduced pro rata (based on the number of PIPE Subunits requested for reduction by each of Subscriber under this Subscription Agreement and the Other Subscribers under the Other Subscription Agreements) so that the total number of subscribed PIPE Subunits under this Subscription Agreement and all Other Subscription Agreements is no less than sixty percent (60%) of the Total PIPE Subunits. Notwithstanding the foregoing, Subscriber may be accepted or rejected in whole or in part, revoke the Subscription Reduction Notice (and the related Subscription Reduction) by providing written notice thereof to the Company at any time prior to a Closing Date (as hereinafter defined)the Closing, by the Company at its sole discretion. In addition, subject to the Company, at its sole discretion, may allocate ’s prior written consent to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminatesuch revocation. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Global SPAC Partners Co,)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class Series A Common Non-Voting Preferred Stock (the “Securities”), of SlideBelts Inc.iConsumer Corp., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock Security as set out on the signature page to this Agreement (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Class A Common Stock Securities are as set forth in Amended and Restated Articles the Certificate of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company Designations filed with the SEC (Secretary of State of Delaware on August 12, 2015, which appears as Exhibit 3.1 to the Company’s Offering Statement”)Statement filed with the SEC. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 $1,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________[DATE], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering Units (the “Termination Date”). The Providing that subscriptions for Securities in the amount of $100,000 are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (iConsumer Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class Series A Common Preferred Stock (the “Securities”), of SlideBelts Cub Crafters, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 5.00 per share of Class Series A Common Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $400. The rights and preferences of the Class Series A Common Preferred Stock are as set forth in the Amended and Restated Articles Certificate of Incorporation of the Company, included as amended (the “Restated Articles”), filed as an exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ _____________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Cub Crafters, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A B Common Stock (the “Securities”), of SlideBelts Hylete, Inc., a Delaware California corporation (the “Company”), at a purchase price of $0.37 1.75 per share of Class A B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A B Common Stock are as set forth in Third Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 2,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Hylete, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class Series A Common Preferred Stock (the “Securities”), of SlideBelts GolfSuites 6, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.37 5 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of minimum subscription is $500. The Series A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Series A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series A Preferred Stock are as set forth in Amended and Restated Articles Certificate of Incorporation of the Company, included as amended (the “Restated Articles”), filed as an exhibit Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______ ______] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (GolfSuites 6, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the number of Shares of Common Stock (the “Securities”), of SlideBelts Inc.XTI Aircraft Company, a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $0.37 1 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Class A Common Stock Securities are as set forth in Amended the Company’s amended and Restated Articles restated Certificate of Incorporation of the Company, as amended (the “Restated Articles”), filed which appears as an exhibit Exhibit to the Offering Statement of the Company filed with the SEC (covering the “Offering Statement”)Securities. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until ___________, 2017, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering Units (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (XTI Aircraft Co)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts GME Innotainment, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.37 0.002 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of minimum purchase requirement per investor is 5,000,000 Offered Shares ($10,000); however, we can waive the Class A Common Stock are as set forth minimum purchase requirement on a case-by-case basis in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 1,500,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Gme Innotainment, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Novusterra Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.37 ____ per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 20,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Novusterra Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Saddle Ranch Media, Inc., a Delaware Utah corporation (the “Company”), at a purchase price of $0.37 0.0001 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 3,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Saddle Ranch Media, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Bitzumi, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.37 2.50 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. There is no minimum subscription. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the CompanyOrganization and Bylaws, as amended (the “Restated Articles”), filed as an exhibit which are Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated __________ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a the Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 4,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 400,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates a date at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Bitzumi, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _________ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until Shares for __________. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, unless otherwise extended by Esq. shall act as escrow agent and notify the Company in its sole discretion in accordance with applicable SEC regulations for such other period required Purchaser when he has received the signed Subscription Agreement (and Exhibits thereto), signed Registration Rights Agreeent and Common Stock from the Company, at which time the Purchaser shall wire the Purchase Price to sell the Maximum Offering (the “Termination Date”)escrow agent. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, Purchaser entering into this Subscription Agreement shall have no force or effect, except pay the purchase price for Section 5 hereof, which shall remain the Shares by delivering immediately available good funds in force and effect. United States Dollars per the wire instructions set forth on page three (f3) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement. Once the escrow agent is in receipt of the Common Stock and Purchase Price he shall deliver the Common Stock to the Purchaser and wire the funds, less consulting fees and escrow fees, to the Company. the closing shall be deemed to have occurred on the date the Purchase Price is wired to the Company per the Company's written instructions (the "Closing Date"), which date the parties agree shall be December 13, 1999. (b) Upon receipt by the Company of the requisite payment for the Shares being purchased the Shares so purchased will be forwarded by the Company to the Purchaser and the name of such Purchaser will be registered on the Shares transfer books of the Company as the record owner of such Shares. The Escrow Agent shall not be liable for any action taken or omitted by him in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent's own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties in connection with this transaction and has not been involved in the negotiation of the terms of this Agreement or any matters relative thereto. Seller and Purchaser each agree to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of this transaction including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement. The Escrow Agent is not rendering securities advice to anyone with respect to this proposed transaction; nor is the Escrow Agent opining on the compliance of the proposed transaction under applicable securities law.

Appears in 1 contract

Sources: Subscription Agreement (Swissray International Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Signature Devices, Inc., a Delaware Wyoming corporation (the “Company”), at a purchase price of $0.37 0.01 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 1,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Signature Devices Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of SlideBelts LIFT Aircraft, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.37 ___ per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights minimum subscription is $___ representing _____ shares of the Class A Company. The Common Stock being subscribed for under this Subscription Agreement is also referred to as the “Securities.” The rights and preferences of the Common Stock are as set forth in the Company’s Amended and Restated Articles Certificate of Incorporation of the Company, as amended (the “Restated Articles”), filed included as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 5(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion, subject to the conditions set forth herein. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 13,513,513 $25,000,000, excluding Securities that may be issued as Bonus Shares, as defined in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until _________(i) the date the Maximum Offering has been sold to investors, unless otherwise extended or (ii) the date at which the offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing all requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (fg) The terms of this Subscription Agreement (as defined below) shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Lift Aircraft Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby Investor hereby, severally and not jointly, irrevocably subscribes for and agrees to purchase Class A Common Stock (from ▇▇▇▇▇▇▇ the “Securities”), number of SlideBelts Inc., a Delaware corporation (Shares set forth on the “Company”), at a purchase price signature page of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon this Subscription Agreement on the terms and subject to the conditions set forth provided for herein. The rights of Investor acknowledges and agrees that ▇▇▇▇▇▇▇ reserves the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of right to accept or reject the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The SubscriberInvestor’s subscription may be accepted for the Shares for any reason or rejected for no reason, in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ▇▇▇▇▇▇▇ only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇ may do so in counterpart form. b. If (and solely if) the Redemption Event (as defined below) has occurred, then ▇▇▇▇▇▇▇ will provide the Investor written notice (via email) of such Redemption Event and the number of Accordion Shares, in each case no later than 11:59 p.m. Eastern Time on the second business day prior to the Special Meeting. The Investor hereby, severally and not jointly, shall have the option exercisable at the discretion of the Investor no earlier than one (1) business day prior to the Special Meeting (as defined in the Transaction Agreement) and no later than one (1) business day prior to the Closing Date to, by delivery of written notice (as hereinafter definedvia email) to ▇▇▇▇▇▇▇ (the “Accordion Subscription Notice”), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only irrevocably subscribe for and purchase from ▇▇▇▇▇▇▇ all or a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 Accordion Shares at the Per Share Purchase Price (the “Maximum OfferingAccordion Shares”). The Company may accept subscriptions until _________Accordion Subscription Notice will set forth the number of Accordion Shares the Investors is committing to subscribe for, unless otherwise extended along with the aggregate purchase price to be paid by the Company in its sole discretion in accordance with applicable SEC regulations Investor for such other period required Accordion Shares. If the aggregate number of Accordion Shares with respect to sell which ▇▇▇▇▇▇▇ has received an Accordion Subscription Notice from the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all Investor and [●] or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns their respective permitted assignees (collectively, the TransfereesAdditional PIPE Investors); provided that for any such transfer to be deemed effective) is (i) less than the full amount of the Accordion Shares, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company then ▇▇▇▇▇▇▇ may (in its sole discretion) reject each Accordion Subscription Notice and issue no Accordion Shares, (ii) equal to the number of Accordion Shares, then ▇▇▇▇▇▇▇ may not reject a validly delivered notice for the purchase of all such Accordion Shares or (iii) greater than the number of Accordion Shares, then ▇▇▇▇▇▇▇ may not reject a validly delivered notice for the purchase of such Accordion Shares, provided, however, that (in the case of this clause (iii)) each Additional PIPE Investor that delivered an Accordion Subscription Notice shall have the number of Accordion Shares which it is entitled to acquire reduced on a pro rata basis based on the number of Accordion Shares that all Additional PIPE Investors irrevocably subscribed to purchase pursuant to which their respective Accordion Subscription Notices. For the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms purpose of this Subscription Agreement., except where the context otherwise requires, all references to “Shares” shall include the Accordion Shares and the number of Shares and purchase price set forth on the signature page hereto (including, for clarify, for the purposes of the definition of Subscription Amount) shall be deemed to be updated for the addition of the Accordion Shares subscribed for, if any, as determined pursuant to this Section 1(b), and the aggregate purchase price to be paid for those Accordion Shares. For the purpose of this Section 1b:

Appears in 1 contract

Sources: Subscription Agreement (Conyers Park II Acquisition Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts BrewBilt Manufacturing, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $0.37 0.001 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 15,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (BrewBilt Manufacturing Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Nitches, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $0.37 0.005 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 13,513,513 900,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until _________the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Nitches Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A B Common Stock (the “Securities”), of SlideBelts Inc.RAD Technologies, Inc, a Delaware corporation (the “Company”), at a purchase price of $0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Class A Common Stock Securities are as set forth in the Company’s Amended and Restated Articles Certificate of Incorporation of the Companydated September 29, as amended (the “Restated Articles”)2023, filed included as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, including exhibits thereto, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (i) Subscriber acknowledges that Subscriber has read the educational materials on the landing page, and has been informed of Subscriber’s right to cancel the investment up to 48-hours prior to a Closing Date or Termination Date (both defined below); however, once the Subscription Agreement is accepted by the Company there is no cancelation right; (ii) Subscriber acknowledges that there may be promoters for this Offering, and in the case that there are any communications from promoters, the promoter must clearly disclose in all communications the receipt of compensation, and that the promoter is engaged in promotional activities on behalf of the Company. A promoter may be any person who promotes the Company's offering for compensation, whether past or prospective, or who is a founder or an employee of the Company that engages in promotional activities on behalf of the Company; and (iii) Subscriber acknowledges that Subscriber has been informed of the compensation that DealMaker Securities LLC and affiliates receives in connection with the sale of securities in the Regulation CF offering and the manner in which it is received. (c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number value of the Securities to be sold by the Company shall not exceed 13,513,513 $402,658.89 (the “Maximum Offering”including Investor Processing Fees). The Company may accept subscriptions until _________April 30, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering 2025 (the “Termination Date”). The Providing that subscriptions for $10,000.08 are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) Investors will be required to pay an Investor Processing Fee of 2.0% to the Company at the time of the subscription to help offset transaction costs. The Broker will receive a cash commission on this fee. (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 7 hereof, which shall remain in force and effect. (fg) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber as set forth herein and the terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase Class A a Note in the principal amount indicated on the signature page hereof. Subscriber hereby tenders to the Company funds in the principal amount of the Note for which Subscriber is subscribing, in payment of the purchase price. Subscriber acknowledges that this Agreement shall be the binding agreement of Subscriber upon acceptance by the Company of this subscription for any principal amount of the Note equal or less than the full principal amount subscribed for by Subscriber. Subscriber acknowledges that a Warrant will be issued to Subscriber to purchase two (2) shares of Common Stock of the Company for each One Dollar ($1.00) of principal amount of the “Securities”), Note purchased by Subscriber. Subscriber further acknowledges that the exercise price for each share of SlideBelts Inc., a Delaware corporation Common Stock covered by the Warrant will be one hundred twenty percent (120%) of the “Company”), at a purchase price of $0.37 Fair Market Value (as defined in the Note) per share of Class A the Company’s Common Stock (on January 12, 2010. This Agreement shall not become binding unless the “Per Security Price”)Company accepts this subscription, upon the terms subscription price has been received and accepted by the Company and such additional conditions set forth herein. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Company, as amended (in its sole and absolute discretion, shall require are satisfied. This subscription shall not be deemed accepted by the “Restated Articles”), filed as an exhibit to the Offering Statement Company until a duly authorized officer of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC signs this Agreement. If this subscription is accepted, this Agreement shall become effective as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by between the Company at its sole discretionand Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a If this subscription is rejected for all or any portion of the number amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this the Note subscribed, the subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or price for the rejected portion thereof if partially rejected) will be returned to Subscriber without interest as soon as reasonably practicable, and all this subscription shall apply solely to the subscription for the amount of the Note accepted by the Company. If this entire subscription is rejected, the Company will return to Subscriber’s obligations hereunder , this Agreement and the entire subscription price tendered by Subscriber and thereupon this subscription shall terminate. (d) The aggregate number be rendered void and of Securities sold shall not exceed 13,513,513 (no further force or effect. Subscriber hereby authorizes the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended to issue to Subscriber a Note for the principal amount of the Note accepted by the Company in its sole discretion in accordance with applicable SEC regulations and a Warrant for such other period required to sell the Maximum Offering two (the “Termination Date”). The Company may elect at any time to close all or any portion 2) shares of this offering, on various dates at or prior to the Termination Date Common Stock for each One Dollar (each a “Closing Date”). (e$1.00) In the event of rejection of this subscription in its entirety, or in the event the sale principal amount of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound Note accepted by the representations and warranties of Subscriber and terms of this Subscription AgreementCompany.

Appears in 1 contract

Sources: Subscription Agreement (Daybreak Oil & Gas Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of SlideBelts Bitzumi, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $0.37 2.50 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. There is no minimum subscription. The rights of the Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the CompanyOrganization and Bylaws, as amended (the “Restated Articles”), filed as an exhibit which are Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated __________ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including exhibits thereto, thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a the Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 13,513,513 4,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 400,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates a date at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber and Subscriber, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Bitzumi, Inc.)