Common use of Subscription Clause in Contracts

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $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 $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 4 contracts

Sources: Subscription Agreement (Next Thing Technologies, Inc), Subscription Agreement (Next Thing Technologies, Inc), Subscription Agreement (Next Thing Technologies, 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 Next Thing Technology Inc.XTI Aircraft Company, a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $3.00 1 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock Securities are as set forth in the Restated Company’s amended and restated Certificate of IncorporationIncorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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 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 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 25,000,000 (the 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Providing that subscriptions for 3,000,000 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.

Appears in 4 contracts

Sources: Subscription Agreement, Subscription Agreement (XTI Aircraft Co), 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 Next Thing Technology Fan Owned Club, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 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 minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 amended, included in the Exhibits to the Offering Statement Form C 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 a Form C (the “Offering CircularForm C) ), filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. Form C. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular Form C and Offering Statement Statement, including exhibits thereto 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. 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 relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 107,000 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until the termination of the Offering its sole discretion in accordance with its terms applicable SEC regulations (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 subscribes for and agrees to purchase Class A Common Stock Units (the “Securities”), of Next Thing Technology Inc.CalTier Fund I, LP, a Delaware corporation Limited Partnership (the “Company”), at a purchase price of $3.00 5 per share of Class A Common Stock Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150500 for U.S. Persons and $100,000 for non-U.S. Persons. The rights and preferences of the Class A Common Stock Unit are as set forth in the Restated Certificate of Incorporation, Limited Partnership Agreement filed as Exhibit 2.1 A to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). This agreement is revocable up to 30 days after the subscriber signs the agreement, after which this agreement will be irrevocable. (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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Limited Partnership 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 25,000,000 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [_____________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 150,000 Securities are received and have been committed for at least 30 days (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”). However, for any Subscriber the Closing Date will be at least thirty days after such Subscriber executes this Subscription Agreement. (e) At any time and for any reason up to the later of (i) the date the Minimum Offering has been received or (ii) 30 days from executing this Subscription Agreement, Subscriber may revoke their subscription in entirety. If Subscriber’s subscription is revoked, Subscriber’s payment will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (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 hereof, which shall remain in force and effect. (g) 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, terms of this Subscription Agreement.

Appears in 3 contracts

Sources: Subscription Agreement (Caltier Fund I LP), Subscription Agreement (Caltier Fund I LP), Subscription Agreement (Caltier Fund I LP)

Subscription. (a) The undersigned (“Subscriber”) a. Subject to the terms and conditions hereof, Subscriber hereby subscribes agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Acquired Shares (such subscription and issuance, the “Subscription”). b. On or prior to the date on which any Other Subscription Agreement, if any, is entered into, after consultation with the Company, Subscriber shall notify the Company of the number of Additional Acquired Shares constituting “Acquired Shares” hereunder that Subscriber shall elect and be obligated to purchase on the Closing Date as provided herein, which notice shall include the allocation of Class A Common Stock Acquired Shares and Series B Acquired Shares constituting the “Acquired Shares” (including the Additional Acquired Shares) to be purchased hereunder (the “SecuritiesTotal Acquired Shares”); provided that the maximum number of Class A Acquired Shares to be purchased hereunder (the “Maximum Share Number”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share together with any additional shares of Class A Common Stock (to be issued by the “Per Security Price”)Company pursuant to all Other Subscription Agreements, upon if any, in the terms and conditions set forth herein. The minimum subscription is $150. The rights aggregate, does not exceed 19.9% of the Company’s outstanding shares of Class A Common Stock are and Class C Common Stock (as defined below), on a combined basis, on the date hereof, and, to the extent the Maximum Share Number would be exceeded by issuing all Acquired Shares as shares of Class A Common Stock, Subscriber shall instead be obligated to purchase, and the Company shall be obligated to issue to Subscriber, that number of Series B Acquired Shares that, together with the number of Class A Acquired Shares to be purchased hereunder, equals the number of Total Acquired Shares to be purchased hereunder. At such time, Subscriber and the Company shall update and amend Subscriber’s signature page hereto to reflect the number of Acquired Shares to be purchased, and the aggregate Purchase Price to be paid, on the Closing Date as provided herein. c. Notwithstanding anything to the contrary set forth in herein, if the Restated Certificate of Incorporation, filed as Exhibit 2.1 Company determines to the Offering Statement finance any portion of the Company filed with the SEC Remaining Purchase Price by issuing additional shares of its common stock or preferred stock to one or more additional purchasers (the “Offering StatementOther Purchasers) pursuant to any Other Subscription Agreement or otherwise at a price per share less than the Purchase Price payable by Subscriber hereunder, then Subscriber’s Purchase Price shall be reduced to equal the lowest per share purchase price to be paid by any such Other Purchaser (including on an as-converted basis for any shares of Series B Preferred Stock). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 3 contracts

Sources: Agreement to Assign (Centennial Resource Development, Inc.), Agreement to Assign (Centennial Resource Development, Inc.), Subscription Agreement (Centennial Resource Development, Inc.)

Subscription. A standard subscription (a"Subscription") may be purchased by paying the requisite subscription fee. A Subscription may also be obtained through the grant of a complimentary Subscription or by a promotional Subscription provided by CMIE. A Subscription provides validity to only One User Account and the same needs to be mentioned at the time of subscribing. A Subscription is for a finite period of time and it grants the subscriber a fixed number of Hits. Hits are consumed when Information is accessed through the Service. The undersigned Subscription (“Subscriber”and consequently it’s validity) hereby subscribes ends when either the period of time has expired or all the Hits have been consumed, whichever comes earlier. An IP-based subscription can be availed only by Research or Educational Institutions. Everything mentioned above with respect to a Subscription also applies to an IP-based subscription, however, the User Account associated with this subscription will be deemed to be the ’Primary User’ and will be responsible for administering and agrees managing the subscription for the Service. The Primary User will provide to purchase Class A Common Stock CMIE a list of valid IP addresses. Everybody accessing this Service from the valid range of IP addresses will be deemed to be ’Secondary Users’ and will be bound by the terms of this Agreement. All Secondary Users will access the Service from any address from within the list of valid IP addresses provided to CMIE by the Primary User. Secondary Users are deemed to have a valid subscription based on the subscription of the Primary User only if they access the Service over an authorised IP address. The subscriber through the Primary User will accept and enforce this agreement on behalf of all Secondary Users accessing this Service from the provided list of valid IP addresses. CMIE will hold the subscriber through the Primary User liable for any breach on their behalf or on the behalf of their Secondary Users. Throughout the Agreement except for Clause 2. - ’Subscription’ (the “Securities”this clause), the meaning of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms Primary User and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are Secondary User will be read as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed synonymous with the SEC (the “Offering Statement”)term "User" or "You". (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 3 contracts

Sources: Service Agreement, Service Agreement, Service Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Inc.Future Pearl Labs, Inc. dba “Bobacino”, a Delaware corporation (the “Company”), at a purchase price of $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 $150[_] shares. The rights of the Class A Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation 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 November [_], 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. (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. 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 [___] (the “Maximum Offering”). The Company may accept subscriptions until ______, 2021, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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”). (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. (g) 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, 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 3 contracts

Sources: Subscription Agreement (Future Pearl Labs, Inc), Subscription Agreement (Future Pearl Labs, Inc), Subscription Agreement (Future Pearl Labs, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of Next Thing Technology Inc.YSMD Series 2340 Hilgard LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $3.00 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 $150100, or 20 Units. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationYSMD, LLC and the respective series designation, filed as Exhibit 2.1 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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 3 contracts

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

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock purchase, through the platform operated by Public Holdings, Inc. (the “SecuritiesPlatform”), the number of Next Thing Technology Inc., a Delaware corporation (Securities at the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (set forth on the “Per Security Price”)cover page hereto, upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate Operating Agreement of Incorporationthe Company (the “Operating Agreement”), which is filed as Exhibit 2.1 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing subscribing to this Subscription Agreement as provided hereinOffering, Subscriber acknowledges that Subscriber has received access to 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), part by the Company at its sole discretion. Upon discretion and for any reason or no reason, notwithstanding prior receipt by the expiration Purchaser 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 Subscriberacceptance of this subscription. 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 deduction, offset or interest, and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the Maximum Offering”), as provided in the Offering Statement. The Company may accept subscriptions until the termination of the Offering in accordance with 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 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 6 hereof, which shall remain in force and effect.

Appears in 3 contracts

Sources: Subscription Agreement (Public 1997 Michael Jordan PMG LLC), Subscription Agreement (Public Alts 001 LLC), Subscription Agreement (Public Alts 001 LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology Inc.Howloo, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 3.79 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150496.49. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.3 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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 1,978,891 (the “Maximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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, terms of this Subscription Agreement.

Appears in 3 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology RemSleep Holdings, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 0.06 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as 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 (the “Offering Circular”) filed with the SEC U.S. Securities and Exchange Commission (the “SEC”) as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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 the 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 25,000,000 50 million (50,000,000) shares of common stock (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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.

Appears in 2 contracts

Sources: Subscription Agreement (RemSleep Holdings Inc.), Subscription Agreement (RemSleep Holdings Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase shares of Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.Flower Turbines, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 12.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150600.00. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.3 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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 1,000,000 (the “Maximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Flower Turbines, Inc.), Subscription Agreement (Flower Turbines, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology M2i Global, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 1.75 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150999.25, or 571 shares of Common Stock, plus an Investor Fee of 2.0%, which makes the total of a minimum subscription to be $1,019.24. The rights and preferences of the Class A Common Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, as amended, filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Company will assess a processing fee of 2% of the value of the Securities subscribed for (“Investor Fee”). This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below, and the Broker, DealMaker Securities, LLC will receive commissions on total subscription amount, which includes this fee. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. (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. 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. (de) The aggregate number of Securities sold shall not exceed 25,000,000 17,142,856 (the “Maximum Offering”)) composed of 14,285,714 shares to be sold by the Company and 2,857,142 shares issued for no additional consideration as Bonus Shares (as defined in the Offering Circular. The Company may accept subscriptions until the termination of the Offering in accordance with 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 hereof, which shall remain in force and effect. (g) 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 2 contracts

Sources: Subscription Agreement (M2i Global, Inc.), Subscription Agreement (M2i Global, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Graze, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 7.10 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,001.10. The rights of the Class A Common Stock are as set forth in the Third Amended and Restated Certificate of Incorporation, which is filed as 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 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 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 25,000,000 1,056,338 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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, 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 2 contracts

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

Subscription. (a1) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), number of Next Thing Technology Inc., a Delaware corporation (Shares indicated on the “Company”), signature page hereto at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions Share as set forth hereinin the Memorandum. The minimum subscription is $150100,000, provided that the Company may, in its sole discretion, accept subscriptions for less than such amount. The rights undersigned encloses herewith a check payable to "Energy BioSystems Corporation--Escrow Account" for the full amount of the Class A Common Stock are purchase price of the Shares for which the undersigned is subscribing (the "Payment"). The undersigned hereby acknowledges that the actual number of Shares which the undersigned will receive will be equal to the amount of the undersigned's subscription divided by the Purchase Price for the Shares as set forth defined in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Memorandum. (b2) Subscriber The undersigned understands that all payments by check of the Securities are being offered pursuant subscription amount provided in Paragraph (1) above shall be delivered to an offering circular SAMCO Capital Markets, Inc. (the “Offering Circular”"Placement Agent") filed with and, thereafter, such payment will be deposited as soon as practicable for the SEC as undersigned's benefit in a non-interest bearing escrow account. The payment (or, in the case of rejection of a portion of the undersigned's subscription, the part of the Offering Statement (SEC File No. [X])payment relating to such rejected portion) will be returned promptly, as may be amended from time to time. By executing this Subscription Agreement as provided hereinwithout interest, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of if 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 undersigned's subscription may be accepted or is rejected in whole or in part, . The Placement Agent and the Company expect to hold a closing of the Offering (the "Closing") at any time prior to after subscriptions for 1,000,000 Shares have been accepted and the stockholders of the Company have approved the Offering at a Closing Date (as hereinafter defined), duly called meeting. Upon receipt by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state requisite payment for notice filings before sales may all Shares to be made in such statepurchased by the subscribers whose subscriptions are accepted (each, if anya "Purchaser" and, collectively, the subscription may no longer be revoked "Purchasers") at the option Closing, the Shares so purchased will be issued in the name of each Purchaser, and the name of such Purchaser will be registered on the books of the Subscriber. In addition, Company as the Company, at its sole discretion, may allocate to Subscriber only a portion record owner of the number of Securities Subscriber has subscribed forsuch Shares. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejectedissue to each Purchaser the stock certificates representing the Shares purchased. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will The Shares may not be returned transferred prior to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminatethe Closing. (d3) The aggregate number undersigned hereby acknowledges receipt of Securities sold shall not exceed 25,000,000 a copy of the Memorandum, and hereby agrees to be bound thereby upon the (i) execution and delivery to the Company, in care of the Placement Agent, of the signature page to this Subscription Agreement, and (ii) acceptance at the Closing by the Company of the undersigned's subscription (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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”"Subscription"). (e4) In The undersigned agrees that the event Company may, in its sole and absolute discretion, reduce the undersigned's subscription to any amount of rejection Shares that in the aggregate does not exceed the amount of Shares hereby applied for without any prior notice to or further consent by the undersigned. The undersigned hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Placement Agent, each of the foregoing acting singly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the undersigned's name, place and stead, to amend this Subscription Agreement and the Questionnaire, including in each case the undersigned's signature page thereto, to effect any of the foregoing provisions of this subscription in its entirety, or Paragraph (4). (5) The undersigned acknowledges that (i) the issuance of the Shares is subject to the approval of the stockholders of the Company at a duly called meeting; (ii) the Company cannot assure the undersigned that it will be able to obtain favorable votes from the required number of stockholders at the meeting; and (iii) in the event that the sale Company does not obtain the required stockholder approval, the Company will refund the undersigned's subscription without interest. The Company agrees that it will submit the Offering to its stockholders for approval at the 1999 Meeting of Stockholders of the Securities (Company which is anticipated to be held on or any portion thereof) is not consummated before May 31, 1999. Upon approval of the Offering by stockholders owning a majority of the outstanding shares entitled to vote at the meeting, and assuming that subscription for any reasonthe minimum amount required have been received, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectthe Company may conduct a closing on the Offering.

Appears in 2 contracts

Sources: Subscription Agreement (Energy Biosystems Corp), Subscription Agreement (Energy Biosystems Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.Sin City Bad Babies, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as 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 [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms 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.

Appears in 2 contracts

Sources: Subscription Agreement (Sin City Bad Babies, Inc.), Subscription Agreement (Sin City Bad Babies, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.New England Cape Gods, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as 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 [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms 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.

Appears in 2 contracts

Sources: Subscription Agreement (New England Cape Gods, Inc.), Subscription Agreement (New England Cape Gods, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.Chicago Hogmollies, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as 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 [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms 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.

Appears in 2 contracts

Sources: Subscription Agreement (Chicago Hogmollies, Inc.), Subscription Agreement (Chicago Hogmollies, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for 12.1 In consideration of the obligations and agrees responsibilities undertaken by the Proprietor pursuant to purchase Class A Common Stock (Clause 2 hereof and the “Securities”)authorisation granted to the Subscribers under Clause 3 hereof, each Subscriber shall during the currency of Next Thing Technology Inc.this Agreement pay or ensure that each of the Subscribers will pay or procure to be paid to the Proprietor a subscription amount, a Delaware corporation (raised against each of the “Company”)Subscribers by the Proprietor, at the rate of 0.25% of the Annual Net Income in such manner as may be directed by the Proprietor. 12.2 Notwithstanding anything contained in Clause 12.1 the maximum subscription payable by each subscriber shall not exceed 5 percent of its Annual Profit Before Tax. 12.3 The Proprietor shall have the right to waive the subscription and the waiving of the subscription by the Proprietor shall be made by written notice from the Proprietor to the Subscribers and shall represent an additional document to this Agreement. A waiver of the subscription shall not affect the validity of any Clause of this Agreement and shall not represent a purchase price waiver of $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 $150. The any rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Proprietor under this Agreement. (b) Subscriber understands that 12.4 The Proprietor shall have the Securities are being offered pursuant right to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended review from time to time, if necessary, in order to fulfill its obligations and responsibilities under Clause 2, the subscriptions outlined in Clause 12.1 of this Agreement. 12.5 No change in the Use by the Subscriber will be permitted unless prior approval is obtained from the Proprietor. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of The change in the Offering Circular and Offering Statement including exhibits thereto and any other information required Use by the Subscriber to make an investment decisionbe approved by the Proprietor will be accompanied by a change in the categorisation of the subscriber and the subscription payable. Any change in the Use authorised by the Proprietor shall be subject to the provisions of Clause 4. (c) 12.6 The Subscriber’s subscription Subscribers shall, along with the remittance of the subscription, payable at par at Mumbai or in such manner as may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), directed by the Company at its sole discretion. Upon Proprietor, render to the expiration Proprietor the Statement of Computation of the period specified in Subscriber’s state for notice filings before sales consolidated Annual Net Income and consolidated Annual Profit Before Tax signed by a duly authorised representative of the Subscribers. Such Statement shall be delivered to the Proprietor along with the payment of the subscription due. 12.7 If the Proprietor so requests, the Subscribers shall, within 30 days of such request, provide the Proprietor with such additional information and documentation as will enable the Proprietor or an independent auditor appointed by the Proprietor to confirm the contents of the Statement referred to above. The Subscribers shall remit any further sums which may be made determined to be payable by the Subscribers. 12.8 The Subscribers shall at all times during the currency of this Agreement, keep true and accurate records and particulars of the operations conducted by the Subscribers which may be material for the purpose of determining the sums due to the Proprietor hereunder and the said records and particulars shall be open during normal business hours to inspection by a representative or an independent auditor appointed by the Proprietor upon the Proprietor giving reasonable notice to the Subscribers and such representative shall be free to make copies or extracts from such records insofar as such copies or extracts are relevant to the determination of the sums due to the Proprietor hereunder. 12.9 Insofar as any governmental or other relevant authorities in such state, if anythe Territory shall require the Subscribers to deduct tax from any payments due to the Proprietor under this Agreement, the subscription may no longer be revoked at Proprietor hereby gives its consent to such deduction and the option Subscribers undertake to make payment of such tax to the Subscriber. In additionrelevant authorities; provided, the Companyhowever, at its sole discretion, may allocate that both parties 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 Agreement shall use their best endeavours to secure maximum relief 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 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering exemption from any such tax in accordance with its terms (the “Termination Date”)provisions of any applicable double taxation treaty between the Republic of India and the Territory in respect of all payments made under this Agreement. 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 that any payment of rejection tax is made by the Subscribers pursuant to this Clause the Subscribers shall promptly send to the Proprietor the appropriate Certificate of this subscription in its entirety, or in the event the sale deduction 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 tax and effectall other supporting documentation.

Appears in 2 contracts

Sources: Brand Equity & Business Promotion Agreement, Brand Equity & Business Promotion Agreement (Tata Communications LTD)

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 Next Thing Technology Inc.BUSINESS LINES CORP, a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $3.00 5 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock Securities are as set forth in the Restated Company’s amended and restated Certificate of IncorporationIncorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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 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 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 25,000,000 15,000,000 (the “Maximum Offering”). The Company may accept subscriptions until October 1, 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Providing that subscriptions for 221 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.

Appears in 2 contracts

Sources: Subscription Agreement (Business Lines Corp), Subscription Agreement (Busniess Lines Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.Seattle Emerald Haze, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as 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 [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms 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.

Appears in 2 contracts

Sources: Subscription Agreement (Seattle Emerald Haze, Inc.), Subscription Agreement (Seattle Emerald Haze, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology MedicaMetrix, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $3.00 5 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150250. The rights of the Class A Common Stock Securities are as set forth in the Restated Company’s Certificate of Incorporation, filed as 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 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinsubscribing to the Offering, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 4,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 2 contracts

Sources: Subscription Agreement (MedicaMetrix, Inc/De), Subscription Agreement (MedicaMetrix, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of Next Thing Technology Inc.[SERIES NAME], a Series of Here Collection LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $3.00 1.00 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 $150100, or 100 Units. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationHere Collection LLC and the respective series designation, filed as Exhibit 2.1 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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 [___] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 2 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock membership interests (the “Securities” or “Shares)) of Series [XXX], a Series of Next Thing Technology Inc.Freeport Holdings Series LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $3.00 [XX.XX] per share of Class A Common Stock Share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150[XXX].00 or [XXX] Shares. The rights and preferences of the Class A Common Stock shares are as set forth in the Restated Certificate Limited Liability Company Agreement of IncorporationFreeport Holdings Series LLC, dated November 21, 2022, as amended from time to time (the “Operating Agreement”) and the Series Operating Agreement for Series [XXX], each of, or the form of which is filed as Exhibit 2.1 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 [XXX] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. 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 Managing Member 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. 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 related to such rejected subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 [XXX] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Providing that subscriptions for [XXX] 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.

Appears in 2 contracts

Sources: Subscription Agreement (Freeport Holdings Series LLC), Subscription Agreement (Freeport Holdings Series LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock shares of common stock (the “Securities”), of Next Thing Technology Inc.New York Bodega Cats, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 60 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15060. The rights and preferences of the Class A Common Stock common stock are as set forth in the Restated Certificate Company’s certificate of Incorporation, filed incorporation found as 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 [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until the termination of date determined by the Offering Company in its sole discretion in accordance with its terms 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.

Appears in 2 contracts

Sources: Subscription Agreement (New York Bodega Cats, Inc.), Subscription Agreement (New York Bodega Cats, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of Next Thing Technology Inc.Series A, a Series of YSMD, LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $3.00 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 $150500, or 100 Units. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationYSMD, LLC and the respective series designation, filed as Exhibit 2.1 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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 2 contracts

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

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase shares of Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.F▇▇▇▇▇ ▇▇▇▇▇▇▇ Laboratories, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 10.67 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150490.82. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.4 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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 937,207, plus up to 187,441 bonus shares (the “Maximum Offering”). The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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, terms of this Subscription Agreement.

Appears in 2 contracts

Sources: Subscription Agreement (Fisher Wallace Laboratories, Inc.), Subscription Agreement (Fisher Wallace Laboratories, Inc.)

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (purchase, and the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”)Issuer hereby agrees to issue and sell to Subscriber, upon the terms and conditions set forth herein. The minimum subscription is $150. The rights payment of the Class A Common Stock are as set forth in Aggregate Purchase Price, the Restated Certificate of IncorporationAcquired Shares (such subscription and issuance, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering StatementSubscription”). (b) . Subscriber understands and agrees that the Securities are being offered pursuant Issuer reserves the right to an offering circular (accept or reject the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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 Acquired 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 at its sole discretion. Upon Issuer, and the expiration same shall be deemed to be accepted by the Issuer only when this Subscription Agreement is signed by a duly authorized person by or on behalf 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 SubscriberIssuer. 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 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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 the entire subscription by the Issuer, the Subscriber’s payment hereunder will be returned promptly (but not later than two (2) Business Days thereafter) to the Subscriber along with this subscription in its entiretySubscription Agreement, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, and this Subscription Agreement shall have no force or effect. Notwithstanding anything herein to the contrary, except the Issuer understands that although the Acquired Shares are being acquired by the Subscriber pursuant to this Agreement, the Subscriber may arrange for Section 5 hereofsubstituted purchasers (the “Substituted Purchasers”), which shall remain for up to twenty (20) Business Days after Closing, who will be “accredited investors” (as defined above), for a portion of the Acquired Shares in force and effectconnection with the private placement of the Acquired Shares in the United States only in accordance with the provisions of this Agreement and, without limiting the foregoing, only to Substitute Purchasers that satisfy the applicable requirements set forth on Schedule A to this Agreement. Each Substituted Purchaser may purchase Acquired Shares directly from the Subscriber at the Per Share Purchase Price set forth above.

Appears in 2 contracts

Sources: Subscription Agreement (Blank Jeremy), Subscription Agreement (McIntyre Julian Alexander)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Zergratran, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 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 $150500. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate certificate of Incorporationincorporation, filed as 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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinsubscribing to the offering, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 15,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 2 contracts

Sources: Subscription Agreement (Zergratran SA, Inc.), Subscription Agreement (Zergratran SA, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock A-1 Membership Unit (the “Securities”), of Next Thing Technology Inc.Vernafund CF, LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $3.00 2,500 per share of Class A Common Stock A-1 Membership Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock A-1 Membership Units are as set forth in operating agreement and any description of the Restated Certificate Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of Incorporation, filed as 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. 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 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 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 25,000,000 1,235 Units (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms August 3, 2023 (the “Termination Date”). The Providing that subscriptions for 25 Units 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.

Appears in 1 contract

Sources: Subscription Agreement (Vernafund CF LLC)

Subscription. AMOUNT OF INVESTMENT: $____________________________________ (a) The undersigned (“SubscriberPurchaser”) hereby subscribes for and agrees to purchase Class A Common Stock become a holder (the SecuritiesNoteholder)) of promissory notes in CF FUND II, of Next Thing Technology Inc.LLC, a Delaware corporation Pennsylvania limited liability company (the “Company”), at a and to purchase price through his, her or its investment the amount of $3.00 per share of Class A Common Stock promissory notes (the Per Security PricePromissory Notes)) as indicated above, upon all in accordance with the terms and conditions set forth herein. The minimum subscription is $150. The rights of this Subscription Agreement, the Promissory Notes, the Articles of Organization (the “Articles”) and Operating Agreement (“Operating Agreement”) of the Class A Common Stock are as set forth in the Restated Certificate of IncorporationCompany, filed as Exhibit 2.1 to and the Offering Statement of the Company filed with the SEC Circular dated August 1, 2017 (the “Offering StatementCircular”). (b) Subscriber understands The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to become a Noteholder and to be bound by all the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part terms and conditions of the Offering Statement (SEC File NoPromissory Notes. [X])This subscription shall be binding on the heirs, as may be amended from time to time. By executing this Subscription Agreement as provided hereinexecutors, Subscriber acknowledges that Subscriber has received access to this Subscription Agreementadministrators, copies successors and assigns of the Offering Circular and Offering Statement including exhibits thereto and any other information required Purchaser. This subscription is not transferable or assignable by the Subscriber to make an investment decisionPurchaser, except as expressly provided in the terms and conditions of the actual Promissory Notes. (c) The Subscriber’s This subscription may be accepted or rejected in as a whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at in its sole and absolute 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 If this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriberthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Subscriber without interest and all the extent of Subscriber’s obligations hereunder such rejection. This subscription shall terminatebe binding on the Company only upon its acceptance of the same. (d) The aggregate number Neither the execution nor the acceptance of Securities sold shall not exceed 25,000,000 (this Subscription Agreement constitutes the “Maximum Offering”). The Company may accept subscriptions until the termination Purchaser as a Noteholder, shareholder or secured creditor of the Offering in accordance with its terms Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and the Purchaser will become a Noteholder (and not a shareholder or secured creditor) only after 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 Purchaser’s funds are duly transferred to the Termination Date (each a “Closing Date”).account of the Company and the Promissory Notes are issued thereupon to the Purchaser. Until such time, the Purchaser shall have only those rights as may be set forth in this Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) In The Purchaser’s rights and responsibilities will be governed by the event of rejection terms and conditions of this subscription Subscription Agreement, the Offering Circular, the Promissory Notes, the Articles and Operating Agreement. If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided 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 to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Company will reply upon the information provided in this Subscription Agreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, that will allow the investor to purchase Promissory Notes. (f) Should the process from depositing a Purchaser’s funds into the account of the Company and acceptance as a Noteholder take longer than ninety (90) days, the Purchaser may request in writing to recover his, her or effectits investment funds. If, except for Section 5 hereofupon receipt of such request in writing, which shall remain in force the Company has not yet accepted the Purchaser as a Noteholder, then the Company will return the Purchaser’s funds to the Purchaser and effectrevoke the Subscription Agreement within ten (10) business days of receipt of such request from the Purchaser.

Appears in 1 contract

Sources: Subscription Agreement (Cf Fund Ii, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Miso Robotics, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $3.00 4.97 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Eights Amended and Restated Certificate of IncorporationIncorporation and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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 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 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 with respect to such rejected amounts hereunder shall terminate. (d) The aggregate number value of Securities sold shall not exceed 25,000,000 $4,878,045 not including investor fees (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms April 30, 2025 (the “Termination Date”). The Providing that subscriptions for $25,000 worth 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) Subscriber understands that a processing fee of 3.5% of the value of the Securities will be assessed on the Subscription. This processing fee shall count towards the per investor limit set out in Section 4(e) below. (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. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, except heirs, successors and assigns (collectively, “Transferees”); provided that for Section 5 hereofany 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 remain in force be acknowledge, agree, and effectbe 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”) hereby irrevocably subscribes for and agrees to purchase Class A the number of Shares of Common Stock (the “Securities”), of Next Thing Technology Inc.MITIO INC, a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $3.00 2 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock Securities are as set forth in the Restated Company’s amended and restated Certificate of IncorporationIncorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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 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 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 25,000,000 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Providing that subscriptions for 221 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.

Appears in 1 contract

Sources: Subscription Agreement (MiTio Inc / DE)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase shares of Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.F▇▇▇▇▇ ▇▇▇▇▇▇▇ Laboratories, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 10.67 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150490.82. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.4 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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 937,207, plus up to 281,162 bonus shares (the “Maximum Offering”). The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Fisher Wallace Laboratories, 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 Next Thing Technology Inc.Buy Smart Storage Solutions, Corp., a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $3.00 1,000 per share of Class A Common Stock note (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock Securities are as set forth in the Restated Company’s amended and restated Certificate of IncorporationIncorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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 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 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 25,000,000 5,000 (the “Maximum Offering”). The Company may accept subscriptions until May 31, 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Providing that subscriptions for 221 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.

Appears in 1 contract

Sources: Subscription Agreement (Buy Smart Storage Solutions Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A B Non-Voting Common Stock (the “Securities”), of Next Thing Technology ModVans Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 {{share_price}} per share of Class A B Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The There is no minimum subscription is $150subscription. The rights and preferences of the Class A B Non-Voting Common Stock are as set forth in the Restated Certificate of IncorporationIncorporation of the Company, filed included as 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinsubscribing to the Offering, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 {{maximum_offering_shares}} (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement (ModVans Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology Inc.Global Health Solutions, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 11.26 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150990.88. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.3 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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 1,345,291 (the “Maximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Global Health Solutions, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.Aptera Motors Corp., a Delaware corporation (the “Company”), at a purchase price of $3.00 3.80 per share of Class A B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000. The rights of the Class A Common Stock Securities are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 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 _______________, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 $[______________] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement (Aptera Motors Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 6.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150498. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-12260), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. 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 Company is up to 10,000,000 shares of Class A Common Stock, consisting of 8,560,000 shares of Class A Common Stock sold by the Company and 1,440,000 shares of Class A Common Stock sold by selling shareholders, plus up to 2,000,000 shares of Class A Common Stock to be issued as bonus shares by the Company. The aggregate number of Securities sold issued shall not exceed 25,000,000 12,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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) Subscriber acknowledges that any cancellation of this Subscription Agreement can be made up to 48-hours prior to the earlier of the Closing Date or Termination Date.

Appears in 1 contract

Sources: Subscription Agreement (Next Thing Technologies, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase limited liability company interests, in the form of Class A Common Stock Shares (the “Securities” or “Shares”), of Next Thing Technology Inc.GB8 Residential LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $3.00 10.00 per share of Class A Common Stock Security (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate of IncorporationFormation of the Company, its Operating Agreement and the Share Designation with respect to the Securities, each of which is filed as an 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-12293), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to and read 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. Subscriber agrees that its execution of this Subscription Agreement constitutes its consent to the Company’s Operating Agreement and that, upon acceptance of this Subscription Agreement by the Company, the undersigned will become a “Member” of the Company as a holder of Class A Common Shares. When this Subscription Agreement is countersigned by the Company, the Operating Agreement shall be binding upon the undersigned Subscriber as of the Closing Date (as hereinafter defined). (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 25,000,000 7,500,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Providing that subscriptions for 100,000 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.

Appears in 1 contract

Sources: Subscription Agreement (GB8 Residential LLC)

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof and the provisions of the Offering Memorandum, the Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Common Stock $________ of Shares having a cash purchase of $.001 each (the “Securities”"Purchase Price"), of Next Thing Technology Inc., a Delaware corporation and hereby tenders (the “Company”a) this Subscription Agreement (sometimes herein referred to as "Subscription"), at a purchase price of $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 $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). ; (b) Subscriber understands that a check in the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part amount of the Offering Statement Purchase Price payable to the order of "Networking Partners, Inc.;” (SEC File Noc) a completed Purchaser Questionnaire; and (d) a photocopy of the Subscriber’s country’s driver’s license or passport. [X]), The cash payment is sometimes herein referred to as may be amended from time to time. By executing this Subscription Agreement as provided herein, the "Proceeds." In the event the Subscriber acknowledges that Subscriber has received access to does not tender payment of the purchase price when submitting this Subscription Agreement, copies then this Subscription Agreement shall be deemed to be a Promissory Note pursuant to which the Subscriber promises to pay the Company the full subscription amount, without interest, as soon as the Company notifies the Subscriber that it has opened a bank account in the United States, but such payment shall be made to the Company no later than six months from the date of this Subscription Agreement or the Subscriber is subject to forfeiture of the Shares being purchased. The Proceeds will be deposited into the general operating bank account of the Company. Should this Subscription be rejected, this Subscription shall be rendered void and of no further force and effect and the Company will return to the Subscriber the Proceeds paid herewith within a reasonable period of time. No interest will be paid on the Proceeds. If this Subscription is accepted, but no Closing 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if anytakes place, 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) Proceeds will be returned to the Subscriber without within a reasonable period of time. No interest and all of Subscriber’s obligations hereunder shall terminatewill be paid on the Proceeds. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement (Networking Partners Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock Units (the “Securities”), of Next Thing Technology Inc.CalTier Fund I, LP, a Delaware corporation Limited Partnership (the “Company”), at a purchase price of $3.00 5 per share of Class A Common Stock Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150500 for U.S. Persons and $100,000 for non-U.S. Persons. The rights and preferences of the Class A Common Stock Unit are as set forth in the Restated Certificate of Incorporation, Limited Partnership Agreement filed as Exhibit 2.1 A to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). This agreement is revocable up to 30 days after the subscriber signs the agreement, after which this agreement will be irrevocable. (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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Limited Partnership 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) At any time and for any reason up to 30 days from executing this Subscription Agreement, Subscriber may revoke their subscription in entirety. If Subscriber’s subscription is revoked, Subscriber’s payment will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 25,000,000 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [_____________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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”). However, for any Subscriber the Closing Date will be at least 30 days after such Subscriber executes this Subscription Agreement. (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. (g) 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, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Caltier Fund I LP)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock [___] LPI Bonds (the “Securities”), of Next Thing Technology Inc.LODE Payments International LLC, a Delaware corporation Limited liability company (the “Company”), at a purchase price of $3.00 1,000 per share of Class A Common Stock LPI Bond (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. LPI Bonds being subscribed for under this Subscription Agreement are also referred to together as the “Securities.” The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement) under “Securities Being Offered). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto or other offering materials posted on the platform 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. 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 25,000,000 50,000 LPI Bonds (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement (LODE Payments International LLC)

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 Next Thing Technology NeoVolta, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 1.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15025,000. The rights of the Class A Common Stock are as set forth in the Restated Certificate Articles of Incorporation, filed as Exhibit 2.1 Incorporation and Bylaws included in the 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 [______________], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 3,500,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of earliest of: (1) the date on which the Maximum Offering amount has been sold, (2) six months from the date the Offering Statement is qualified, or (3) the date on which this Offering is earlier terminated by the Company in accordance with its terms sole discretion (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.

Appears in 1 contract

Sources: Subscription Agreement (NeoVolta Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class the Series A Common Preferred Stock (the “Securities”), of Next Thing Technology Inc.Oncolyze, Inc, a Delaware corporation (the “Company”), at a purchase price of $3.00 3.2063 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150496.98. The rights of the Class Series A Common Preferred Stock are as set forth in the Amended and Restated Certificate of Incorporation, Incorporation filed as Exhibit 2.1 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 [__], 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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) 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 25,000,000 5,146,119 shares of Series A Preferred Stock (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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. 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 (Oncolyze, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees Subscriber is offering to purchase Class A Common Stock from the Company the number of Offered Shares set forth on the Subscriber Information Page hereto (the “SecuritiesSubscribed Shares”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon in accordance with the terms and conditions set forth hereinprovisions of this Agreement. The minimum subscription is $150. The rights of total consideration to be paid for the Class A Common Stock are Subscribed Shares as set forth in on the Restated Certificate Subscriber Information Page is referred to herein as the “Purchase Price.” The number of Incorporation, filed as Exhibit 2.1 Offered Shares set forth on the Subscriber Information Page hereto shall be an amount equal to the Offering Statement quotient of the Company filed with Purchase Price divided by the SEC (Per Share Purchase Price; provided, if such an amount is not a whole number, the “Offering Statement”)undersigned Subscriber shall decrease the Purchase Price in such an amount necessary to yield the nearest whole number of Subscribed Shares. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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 undersigned Subscriber’s 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 its sole discretion, for any or no reason whatsoever. Upon If the expiration of the period specified in undersigned Subscriber’s state for notice filings before sales may be made in such state, if any, subscription documents are returned to it (and 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 undersigned Subscriber’s subscription is rejectedrejected by the Company in its entirety), Subscriber’s payment this Agreement shall thereafter be of no force or effect. (c) The obligations of the undersigned Subscriber to purchase and pay for the Subscribed Shares, and of the Company to sell the Subscribed Shares, are subject to the satisfaction at or portion thereof if partially rejected) will prior to the respective closing therefor of the following conditions precedent: the representations and warranties of the Company contained in the Form C and Section 5 hereof, and of the undersigned Subscriber contained in Section 6 hereof, shall be returned to Subscriber without interest true and correct as of such closing in all respects with the same effect as though such representations and warranties had been made as of Subscriber’s obligations hereunder shall terminatesuch closing. (d) The aggregate number Company will use the proceeds of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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 Offered Shares for funding development, expansion, and growth initiatives, marketing expenses, executive and employee compensation, attraction and retention of key employees, advisors, and consultants, and for general working capital purposes, employee and service provider compensation, vendor service costs and expenses, and costs and fees incurred in connection with this Offering (or any portion thereof) is not consummated for any reasonincluding without limitation legal, this Subscription Agreement shall have no force or effectfinancial, except for Section 5 hereofand tax counsel, which shall remain representation, and related services), and as further set forth in force and effect.the Form C.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Eden Grow Systems Inc., a Delaware corporation Texas Corporation (the “Company”), at a purchase price of $3.00 1.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock are as set forth in the Restated Certificate Bylaws and any description of Incorporationthe Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. [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 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 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 25,000,000 1,240,000 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms March 31, 2025 (the “Termination Date”). The Providing that subscriptions for 50,000 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.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.Aptera Motors Corp., a Delaware corporation (the “Company”), at a purchase price of $3.00 10.50 per share of Class A B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A B Common Stock are as set forth in the Company’s Restated Certificate of IncorporationIncorporation and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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 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 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 with respect to such rejected amounts hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 476,190 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms June 30, 2024 (the “Termination Date”). The Providing that subscriptions for 2,381 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.

Appears in 1 contract

Sources: Subscription Agreement (Aptera Motors Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.Aptera Motors Corp., a Delaware corporation (the “Company”), at a purchase price of $3.00 10.50 per share of Class A B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000.00. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate of Incorporation, filed as 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-11479), as may be amended from time to time. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 value of Securities sold shall not exceed 25,000,000 $39,352,814 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement (Aptera Motors Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees Pursuant to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and subject to the conditions set forth herein, each Subscriber hereby agrees to irrevocably subscribe for and purchase, and the Company hereby agrees to irrevocably issue and sell to such Subscriber, upon the payment of the Purchase Price, the Firm Shares set forth opposite such Subscriber’s name on Schedule A attached hereto. The minimum subscription is $150time and date of such payment are hereinafter referred to as the “Closing Date.” Moreover, each Subscriber hereby agrees to irrevocably subscribe for and purchase up to the total number of Additional Shares at the Purchase Price, set forth opposite such Subscriber’s name on Schedule A attached hereto, and the Company shall have the right (but not the obligation) to sell up to the total number of Additional Shares at the Purchase Price. The rights of the Class A Common Stock are as set forth in the Restated Certificate of IncorporationCompany may exercise this right once, filed as 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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, by giving an irrevocable written notice (the “Option Exercise Notice”) to each Subscriber; provided, that such Option Exercise Notice shall be delivered no later than 20 days following the Closing Date. The Option Exercise Notice shall specify the aggregate number of Additional Shares to be purchased (at any time prior a price per share equal to a the Purchase Price), which number shall not exceed an aggregate of 300,000 Preferred Shares. If the number of Additional Shares to be purchased on the Option Closing Date (as hereinafter defined)defined below) as set forth in the Option Exercise Notice is less than 300,000 Preferred Shares, by the Subscribers, in their sole and absolute discretion, shall be entitled to allocate the Additional Shares to be purchased among the Subscribers; provided, that if such alternate allocations are not delivered to the Company at its sole discretion. Upon least one business day prior to the expiration of Option Closing Date, such allocations shall be made pro rata based on the period specified in aggregate Purchase Price set forth opposite each Subscriber’s state for name on Schedule A attached hereto. Each Subscriber and the Company shall have up to ten calendar days from the date of such notice filings before sales to complete such purchase and sale and such purchase and sale date may not be made in such stateearlier than the Closing Date. Such day, if any, the subscription may no longer that Additional Shares are to be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate purchased is referred 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 25,000,000 (herein as the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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 “Option 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.

Appears in 1 contract

Sources: Subscription Agreement (Haymaker Acquisition Corp. II)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for 1.1 On the basis of the representations and agrees warranties and subject to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein, the undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase units (the “Units”) of the Company at a price of $0.10 per Unit (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price as set out on the signature page of this Subscription Agreement (the “Subscription Proceeds”) which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein. 1.2 Each Unit will consist of one common share in the capital of the Company (each, a “Share”) and one common share purchase warrant (each, a “Warrant”) subject to adjustment. Each Warrant shall be non-transferable. Each Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company (each, a “Warrant Share”), as presently constituted, for a period of 2 years commencing from the Closing Date (defined herein) at an exercise price of $0.15 per Warrant Share. Certificates representing the Warrants will be in the form attached as Exhibit B hereto. The minimum subscription is $150. Shares, Warrants and Warrant Shares are referred to herein as the “Securities”. 1.3 The rights Company hereby agrees to sell, on the basis of the Class A Common Stock representations and warranties and subject to the terms and conditions set forth herein, the Units to the Subscriber. Subject to the terms hereof, the Subscription Agreement will be effective upon its acceptance by the Company. 1.4 Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America. 1.5 Payment 1.6 The Subscription Proceeds must accompany this Subscription and shall be paid by certified cheque or bank draft drawn on a Canadian chartered bank, and made payable and delivered to the Company. Alternatively, the Subscription Proceeds may be wired to the Company or its lawyers pursuant to wiring instructions that will be provided to the Subscriber upon request. If the funds are wired to the Company’s lawyers, those lawyers are authorized to immediately deliver the funds to the Company. 1.7 The Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason, which the Company expressly reserves the right to do, within 45 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds (without interest thereon) and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in the Restated Certificate of Incorporation, filed as 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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 1.8 Where the Subscription Proceeds are paid 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 the Company is entitled to Subscriber only a portion of treat such Subscription Proceeds as an interest free loan to the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription until such time as the 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 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until certificates representing the termination of the Offering in accordance with 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 Shares have been issued to the Termination Date (each a “Closing Date”)Subscriber. (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.

Appears in 1 contract

Sources: Private Placement Subscription Agreement (Kore Nutrition, Inc.)

Subscription. 5.1 On the terms of and subject to the conditions of this Agreement and relying on the warranties, covenants, indemnities and undertakings contained herein the Subscribers (aor, in the case of Mr Baker at Mr Baker's discr▇▇▇▇▇ ▇▇cuse▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇rtnership Limited ("FHP") or, in the case of any Subscriber which is an investment manager any fund managed by such Subscriber) will subscribe in full in cash for such number of the Subscription Shares as are set opposite their names in the third column of Schedule 2 at the Subscription Price ("Subscription Cash") which price the Subscribers will procure to be paid or pay on or by Admission. 5.2 The undersigned Subscription Shares will be subscribed free from all liens charges and encumbrances of any nature whatsoever. 5.3 The Directors undertake with the Subscribers that they will on or before 7.30 am on the date of Admission allot the Subscription Shares at the Subscription Price to the Subscribers, or to such nominees as they may direct or also, in the case of Mr Baker to FHP or also in the ▇▇▇▇ of any Subscriber which is an investment manager any fund managed by such Subscriber, conditionally only on satisfaction of the condition in Clause 2.1.11 on terms that, upon such allotment becoming unconditional, such shares shall be fully paid and shall rank pari passu in all respects with and be identical to the Ordinary Shares in issue including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. Forthwith after such allotment the Company shall provide the Subscribers and Dresdner Kleinwort Benson with certified copies of th▇ Board resolution allotting the Subscription Shares. 5.4 Each Subscriber severally warrants and undertakes to the Company that the Subscription Cash due from him is, upon this Agreement coming into effect, held by N.M. Rothschild & Sons Limited solely for the purpose of paying the Subscription Cash pursuant to the terms of this Agreement, subject only to this Agreement becoming unconditional and not being terminated. 5.5 The Directors undertake that, subject to the passing of all of the Resolutions, prior to Admission a board meeting of the Company shall be held at which, conditional upon Admission: 5.5.1 the FHP Consultancy Agreement, the Option Agreement and the Service Agreement shall be executed and entered into by the Company; 5.5.2 Mr Baker shall be appointed a dir▇▇▇▇▇ ▇▇ the Company and shall be appointed Executive Chairman; 5.5.3 Mr L Rice shall resign as a director of the Company; 5.5.4 the Subscription Shares and the Placing Shares shall be allotted and issued in accordance with the terms of this Agreement and the Placing Agreement (“Subscriber”) hereby subscribes for respectively); and 5.5.5 the Unapproved Option Scheme shall be adopted by the Company. 5.6 Each US Subscriber acknowledges and agrees to purchase Class A Common Stock that the Subscription Shares have not been registered under the United States Securities Act of 1933 (the “Securities”), "1933 Act") or the securities laws of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $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 $150. The rights any state of the Class A Common Stock United States, and are being offered and sold to the US Subscribers pursuant to an exemption from registration contained in Regulation D under the 1933 Act and applicable state law (and not pursuant to Regulation S under the 1933 Act). Consequently, the Subscription Shares to be issued to the US Subscribers shall be "restricted shares" as that term is defined in Rule 144 under the 1933 Act, and each US Subscriber understands and agrees that the Subscription Shares to be issued to the US Subscribers cannot be offered, sold, delivered, transferred or otherwise disposed of except pursuant to a registration statement under the 1933 Act and applicable state law or in accordance with an opinion of counsel acceptable to the Company that said transaction is exempt from registration under the 1933 Act and applicable state law. Each share certificate (including any successor share certificate) shall bear a legend as set forth below: Form of Legend These shares have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state of the United States. Consequently, these shares cannot be offered, sold, delivered, transferred or otherwise disposed of except pursuant to a registration statement under the 1933 Act and applicable state law or in the Restated Certificate accordance with an opinion of Incorporation, filed as Exhibit 2.1 counsel acceptable to the Offering Statement of Company that said transaction is exempt from registration under the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular 1933 Act 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. Upon the expiration of the period specified in Subscriber’s applicable 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 forlaw. 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 25,000,000 (be required to register any purported sale, delivery, transfer, or other disposition that is contrary to the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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”)legend. (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.

Appears in 1 contract

Sources: Subscription Agreement (Huntingdon Life Sciences Group PLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of Next Thing Technology Inc.[SERIES NAME], a Series of Here Collection LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $3.00 1.00 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 $150100, or 100 Units. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationHere Collection LLC and the respective series designation, filed as Exhibit 2.1 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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 [_] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement (Here Collection LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase, at a purchase Class A Common Stock price of $10.00 per share, shares (the “SecuritiesShares”) of Class B common stock, par value $0.001 per share (the “Common Stock”), of Next Thing Technology Zero Labs Automotive Inc., a Delaware corporation (the “Company”), at a purchase price of $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 $150. The rights of 1000.00 (100 Shares). (b) Subscriber understands that the Class A Common Stock Shares are as set forth being offered pursuant to an offering circular dated [_____], 202_ (the “Offering Circular”) included in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber he, she or it has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement 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, by the Company, in its sole discretion, at any time prior to before a Closing Date (as hereinafter defineddefined below), 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 in its sole discretion, may allocate to Subscriber only a portion of the number of Securities Shares for which Subscriber has subscribed forsubscribed. The Company will notify Subscriber whether this his, her or its subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof thereof, if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall will terminate. (d) The aggregate number of Securities Shares sold shall will not exceed 25,000,000 (the “Maximum Offering”)1,000,000 Shares. The Company may accept subscriptions until the termination earliest of (i) the 180th day after the date as of which the SEC qualifies the Offering Statement (or such later day as the Company determines, if, in its sole discretion, it extends the offering of the Shares (the “Offering”), (ii) the date as of which all Shares offered by the Offering Circular have been sold and (iii) any such earlier time as the Company may determine in accordance with its terms sole discretion, regardless of the number of Shares sold and the amount of capital raised (the earliest of such dates, the “Termination Date”). The Company may elect at any time to close all or any portion of this offeringthe Offering, on various dates at or prior to before the Termination Date (each each, a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event if the sale of the Securities Shares (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except for this Section 1(e) and Section 5 hereofhereof (and, to the extent relevant thereto, Sections 4 and 6), each of which shall will remain in force and effect.

Appears in 1 contract

Sources: Subscription Agreement (Zero Labs Automotive, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Stock, par value $0.0001 per share (the “Securities”), of Next Thing Technology Worthy Financial, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 20.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150400. The rights of the Class A Common Stock are as set forth in amended certificate of incorporation of the Restated Certificate of Incorporation, Company filed as Exhibit 2.1 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 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 1,000,000 shares of Common Stock, 120,000 of which are to be sold by certain of the Company’s stockholders named in the Offering Statement (collectively, the “Maximum OfferingSelling Stockholders”). The There is no minimum required offering and the Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement (Worthy Financial, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees ‌ 2.1 Subject to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $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 $150. The rights of this Agreement, the Class A Common Stock are as set forth in Subscriber shall subscribe for, and the Restated Certificate of Incorporation, filed as Exhibit 2.1 Company shall allot and issue 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. 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 Subscription Warrants 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 forWarrant Purchase Price. The Company will notify the Initial Warrants Subscriber whether this subscription is accepted no later than seven (whether in whole or in part7) or rejected. If Business Days before Completion of the final number of Subscription Warrants to be subscribed by the Initial Warrants 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) 2.2 The aggregate number of Securities sold Shares which may be allotted and issued to the holder(s) of the Warrants upon full exercise of the subscription rights attached to the Warrants shall not exceed 25,000,000 be 1,150,000,000 Shares (the “Maximum OfferingWarrant Shares). ) at the initial subscription price of HK$12.31 per Warrant Share as set out in and subject to the Conditions.‌ 2.3 Every holder of Warrants will be entitled to a Warrant certificate in the form or substantially in the form of that shown in the Warrant Instrument. 2.4 The Company may accept subscriptions until shall comply with the termination provisions of the Offering Warrant Instrument in all respects and the Warrants shall be held subject to such provisions and Conditions which shall be binding upon the Company and the holders of Warrants and all persons claiming through or under them respectively.‌ 2.5 Without prejudice to the generality of Clause 2.4, the Company shall upon exercise of the subscription rights attaching to the Warrants, issue and allot the appropriate number of Warrant Shares in the form of the Warrant Instrument and in accordance with its terms (the “Termination Date”)Conditions. 2.6 The Warrants shall be in registered form, and for this purpose, the Company shall maintain a register of warrant holders in such place as the Company considers appropriate. 2.7 Title to the Warrants passes only by transfer and registration in the register of warrant holders of the Company. The Company may elect at holder of any time to close Warrant will (except as otherwise required by law) be treated as its absolute owner for all purposes (regardless of any notice of ownership, trust or any portion of this offering, on various dates at interest in it or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entiretyany writing on, or the theft or loss of, the certificate issued in respect of it (other than the event endorsed form of transfer)) and no person will be liable for so treating 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 effectholder.

Appears in 1 contract

Sources: Warrants Subscription Agreement

Subscription. (a) The undersigned (“SubscriberPurchaser”) hereby subscribes for and agrees to purchase Class A Common Stock Notes (the “Securities”), of Next Thing Technology Inc.Rayven Properties, LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (amount as set forth on the “Per Security Price”)signature page, upon the terms and conditions set forth herein. The minimum subscription is $150250. The rights of the Class A Common Stock notes are as set forth in the Restated Certificate form of Incorporation, filed note attached as Exhibit 2.1 to A hereto and any description of the 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 Purchaser understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Note Purchase Agreement as provided herein, Subscriber Purchaser acknowledges that Subscriber Purchaser has received access to this Subscription Note Purchase Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber Purchaser to make an investment decision. (c) The SubscriberPurchaser’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 SubscriberPurchaser’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 SubscriberPurchaser. In addition, the Company, at its sole discretion, may allocate to Subscriber Purchaser only a portion of the number of Securities Subscriber Purchaser has subscribed for. 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 sold shall not exceed 25,000,000 $75,000,000 in aggregate value (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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 Note Purchase Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Note Purchase Agreement shall be binding upon 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 Purchaser, terms of this Note Purchase Agreement.

Appears in 1 contract

Sources: Note Purchase Agreement (Rayven Properties, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Wing Zone Labs, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 5.61 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15089 shares of Common Stock. The rights of the Class A Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed Incorporation included as Exhibit 2.1 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 [XX, 2022] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. (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. 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 2,139,037 shares, composed of up to 1,782,531 shares sold for cash consideration and up to 356,506 issued as “Bonus Shares” as defined in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until ______, 2023, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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”). (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. (g) 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, 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 1 contract

Sources: Subscription Agreement (Wing Zone Labs, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common the Series B Preferred Stock (the “Securities”), of Next Thing Technology Monogram Orthopaedics, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 6.27 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15040 shares. The rights of the Class A Common Series B Preferred Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation 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 August [XX], 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. (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. 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 4,784,689 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2021, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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”). (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.

Appears in 1 contract

Sources: Subscription Agreement (Monogram Orthopaedics Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Nonvoting Common Stock Stock, par value $0.0001 (the “Securities”), of Next Thing Technology CalTier, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 6.50 per share of Class A Nonvoting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Nonvoting Common Stock are as set forth in the Restated Company’s Certificate of IncorporationIncorporation and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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 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 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 25,000,000 100,000 (the “Maximum Oversubscription Offering”). The Company may accept Providing that subscriptions until the termination of the Offering in accordance with its terms for 100 Securities are received by June 30, 2023 (the “Termination DateTarget Offering”). The , 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 termination of the offering (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.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase units comprised of one share of Class A B Common Stock (the “Securities”)of NexGenT, of Next Thing Technology Inc., a Delaware corporation (the “Company”), and a warrant to purchase one-half share of Class B Common Stock (the “Warrant”), of the Company (the “Units”), at a purchase price of $3.00 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 $1501,000. The shares of Class B Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the Class B Common Stock, issuable upon exercise of the Warrants are also referred to as the “Securities.” The rights of the Class A B Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, Incorporation filed as 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 B Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Class B 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 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 36,000,000 Units (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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, terms of this Subscription Agreement

Appears in 1 contract

Sources: Subscription Agreement (NEXGENT Inc.)

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, at the Closing, Subscriber hereby subscribes agrees to subscribe for and purchase, and the Issuer hereby agrees to purchase Class A Common Stock (issue and sell to Subscriber, upon the “Securities”)payment of the Purchase Price, the Committed Shares as set forth on the signature page of Next Thing Technology Inc.this Subscription Agreement. Subscriber acknowledges and agrees that, as a result of the Domestication, the Subscribed Shares that will be issued pursuant hereto shall be shares of common stock in a Delaware corporation (the “Company”), at and not shares in a purchase price of $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 $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”Cayman Islands exempted company). (b) Subscriber understands that Notwithstanding anything to the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to contrary contained in this Subscription Agreement, copies if (i) Subscriber holds any of the Offering Circular Issuer’s Class A ordinary shares, par value $0.0001 per share, together with any related Redemption Rights (as defined below) (before giving effect to the Domestication, the “Class A Ordinary Shares”) as of the fifth calendar day after the effectiveness of the Issuer’s Registration Statement on Form S-4 with respect to the Transaction, (such shares held as of such date, the “Eligible Shares”); and Offering Statement including exhibits thereto and (ii) Subscriber (1) does not exercise any other information required right to redeem or convert Class A Ordinary Shares in connection with the redemption conducted by the Issuer in accordance with the Issuer’s organizational documents and final IPO prospectus in conjunction with the Closing (“Redemption Rights”) with respect to such Eligible Shares (including revoking any prior redemption or conversion elections made with respect to such Eligible Shares), (2) does not Transfer such Eligible Shares prior to the Closing Date, (3) does not vote such Eligible Shares with respect to any proposal contained in the Issuer’s proxy statement seeking shareholder approval of the Transactions (the “Proxy Statement”), and (4) notifies the Issuer of the purchase price paid for each Eligible Share, then such Eligible Shares shall be “Non-Redeemed Shares”, and the number of Committed Shares Subscriber is obligated to make an investment decision. (c) The Subscriber’s subscription purchase under this Subscription Agreement may be accepted reduced by the number of Non-Redeemed Shares. Subscriber shall not purchase any Eligible Shares at a price per share that exceeds the Redemption Price (as defined in the Transaction Agreement). In order to decrease the Committed Shares, Subscriber must, at least five Business Days prior to the date of the Issuer’s extraordinary general meeting of shareholders to be held pursuant to the Proxy Statement, deliver to the Issuer a certificate in the form attached hereto as Annex A, and shall further, upon the Issuer’s request, promptly provide such additional documents reasonably requested by the Issuer relating to the Eligible Shares. For purposes of this Section 1(b), “Transfer” means any (x) sale, offer to sell, contract or rejected agreement to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to any relevant securities, (y) entry into any swap or other arrangement that transfers to another, 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 economic consequences of ownership of any relevant securities, or (z) public announcement of any intention to effect any transaction 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 clause (whether in whole or in partx) 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 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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”y). (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.

Appears in 1 contract

Sources: Subscription Agreement (HCM II Acquisition Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Class A Voting Common Stock (the “Securities”), of Next Thing Technology Called Higher Studios, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 5.52 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $15018 shares. The rights of the Class A Voting Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation 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 July [XX], 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. (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. 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 905,800 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2021, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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”). (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.

Appears in 1 contract

Sources: Subscription Agreement (Called Higher Studios, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Non-Voting Common Stock (the “Securities”), of Next Thing Technology CalTier, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 6.75 per share of Class A Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150189.00, or 28 shares. The rights of the Class A Non-Voting Common Stock are as set forth in the Restated Company’s Certificate of Incorporation, Incorporation filed as an 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-12371), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 444,444 (the “Maximum Offering”). This does not include shares that may be issued as “Bonus Shares” as described in the Offering Statement for no additional consideration. The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement (CalTier, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock common stock, par value $0.00001 per share (the “Securities”), of Next Thing Technology Future Cardia, Inc., a Delaware corporation Nevada corporation, (the “Company”), at a purchase price of $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 $150. The rights of holder of the Class A Common Stock Securities are as set forth in the Restated Certificate Company’s Article of Incorporation, as amended, and filed as Exhibit 2.1 exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)) and in this Subscription Agreement. (b) Subscriber understands that StartEngine Primary LLC (“StartEngine Primary”), which is serving as the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies value of the Offering Circular and Offering Statement including exhibits thereto and any other information required by shares subscribed for. This processing fee shall count against the Subscriber to make an investment decisionper investor limit set out in Section 4(d)(ii) below. (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 25,000,000 5,000,000 shares, excluding the 1,000,000 shares that may be issued for no additional consideration as “Bonus Shares” (as defined in the Offering Statement) (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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 1 contract

Sources: Subscription Agreement (Future Cardia, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc.Sugarfina Corporation, a Delaware C corporation (the “Company”), at a purchase price of $3.00 10.35 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150507.15. The rights of the Class A Common Stock are as set forth in the Restated Company’s Certificate of Incorporation, Incorporation and Bylaws filed as Exhibit 2.1 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 December 31, 2020, as supplemented (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 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 the termination of the Offering in accordance with 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 6 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, 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 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock Public Safety Infrastructure Bonds (the “Bonds” or the “Securities”), of Next Thing Technology Knightscope, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 1,000 per share Bond, for the total number of Class A Common Stock (Bonds and the “Per Security Price”)aggregate subscription price set forth on the signature page hereof, upon the terms and conditions set forth herein. The minimum subscription is $1501,000. The rights of the Class A Common Stock Bonds are as set forth in the Restated Certificate of Incorporation, Indenture filed as an 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-12314), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. 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 dollar amount of Securities sold shall not exceed 25,000,000 $10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement (Knightscope, 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 Next Thing Technology Inc.LEMON TREE, a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $3.00 2 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock Securities are as set forth in the Restated Company’s amended and restated Certificate of IncorporationIncorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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 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 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 25,000,000 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Providing that subscriptions for 221 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.

Appears in 1 contract

Sources: Subscription Agreement (Lemon Tree Passage Inc.)

Subscription. (a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc.from FACT Corporation, a Delaware Colorado corporation (the “CompanyCorporation”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon subject to the terms and conditions set forth herein. The minimum , that number of Units (the “Units”) set forth on the Subscription Agreement Face Page (the “Face Page”), at the subscription is $150. The rights price of US$0.25 (the Class A Common Stock are “Subscription Price”) per Unit for a total investment as set forth in on the Restated Certificate Face Page. Each Unit consists of Incorporation, filed as Exhibit 2.1 to the Offering Statement one (1) Share of Common Stock of the Company filed with the SEC Corporation (the “Offering StatementCommon Stock). (b) Subscriber understands that and a Class A warrant entitling the Securities are being offered pursuant holder to purchase an offering circular additional share of Common Stock at any time on or before the first anniversary of the issuance of such warrant at an exercise price of US$0.30 per share, and a Class B entitling the holder to purchase an additional share of Common Stock at any time on or before the second anniversary of the issuance of such warrant at an exercise price of US$0.35 per share (the “Offering CircularWarrants) filed with ). The shares of Common Stock underlying the SEC Warrants are referred to herein as part the “Warrant Shares”. The Units, Common Stock, Warrants and the Warrant Shares are collectively referred to herein as the “Securities”. The Subscriber agrees to pay to the Corporation the Subscription Price for the Units subscribed for hereunder by delivering to the Corporation, concurrent upon the execution of this private placement subscription agreement (“Agreement”), a wire transfer, a certified cheque, bank draft or money order for the full amount of the Offering Statement (SEC File NoSubscription Price for the Units subscribed for hereunder. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, The Subscriber hereby acknowledges that Subscriber has received access to this Subscription Agreement, copies the acceptance of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber subscription is subject to make an investment decision. (c) The Subscriber’s subscription may be accepted rejection or rejected allotment, in whole or in part, at any time prior by the Corporation. The Subscriber acknowledges that the Units subscribed for hereunder form part of a larger private placement (the “Private Placement”) of up to a Closing Date (as hereinafter defined)maximum of US$750,000. Unless otherwise indicated, references in this Agreement to “$” or “dollars” refer to the currency of the United States of America. No fractional shares of the Corporation will be issued. The Subscriber acknowledges that the Common Stocks are being sold by the Company at its sole discretionCorporation in the United States of America (the “US”) and in other jurisdictions where it is legal to do so. Upon Subject to the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if anyterms hereof, the subscription may no longer will be revoked at effective upon its acceptance by 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 forCorporation. The Company will notify Subscriber whether Private Placement may be subject to minimum subscriptions for different jurisdictions. Each subscriber should check in this form to see if the subscription amount meets the requirements in their respective jurisdiction or contact the Corporation in regard to the required minimum subscription required for the investor’s subscribing jurisdiction. The Private Placement is accepted (whether in whole or in part) or rejected. If Subscriber’s not subject to minimum aggregate subscription is rejectedlevel except for those minimum subscriptions required for each jurisdiction and, Subscriber’s payment (or portion thereof if partially rejected) upon closing, all subscription proceeds 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 25,000,000 (retained by the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering Corporation in accordance with its the terms (the “Termination Date”)hereof. Subscription proceeds may be accepted in one or more closings of this Private Placement. 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 closing 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 effectPrivate Placement will be subject to receipt of all applicable regulatory approvals.

Appears in 1 contract

Sources: Subscription Agreement (Fact Corp)

Subscription. (a) a. The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “SecuritiesStock”) of Good Works Film LLC. (the “Issuer”), a Limited Liability Company, organized under the state of Next Thing Technology Inc.California, a Delaware corporation (for the “Company”), at a purchase price principal amount of $3.00 per share of Class A Common Stock (the “Per Security Price”)$ , upon the terms and conditions set forth herein. The minimum subscription is $150. Securities being subscribed, under this Offering Agreement herein, to a security interest through the purchase of Common Stock (“Stock”), also referred to as the “Securities.” The rights and preferences of the Class A Common Stock Securities are as set forth in the Restated Certificate Issuer’s Articles or Bylaws and any description of Incorporation, filed as Exhibit 2.1 to the 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. b. By executing this Subscription Agreement as provided hereinOffering Agreement, Subscriber acknowledges that Subscriber has received access to this Subscription Offering Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto Memorandum of the Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription c. This Subscription may be accepted or rejected in whole or in part, part at any time prior to a Closing Date (as hereinafter defined), ) by the Company Issuer (also referred to as a Creator) 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 Issuer will notify the 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) d. The aggregate number principal amount of Securities sold shall not exceed 25,000,000 $500,000.00 (the “Maximum Offering”). The Company Issuer may accept subscriptions until the termination of the Offering in accordance with its terms December 31, 2022 (the “Termination Date”). The Company Providing that subscriptions for $300,000.00 Securities are received (the “Target Offering”), the Issuer 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 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 Offering Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Appears in 1 contract

Sources: Offering Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology Planet Resource Recovery, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 0.005 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as amended, included as 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 August 2, 2022 and qualified on [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 One Billion 1,000,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of “Termination Date” (as defined below), unless otherwise extended by the Offering Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering. The termination date of the offering is the earliest date on which: (i) the Maximum Offering is completed; (ii) the one-year anniversary of the date in which the SEC qualified the Offering Statement; or (iii) the Company’s board of directors (the “Board of Directors”), in its terms sole discretion, determines 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 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, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Planet Resource Recovery, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Aurox Holdings, Inc., a Delaware corporation Nevada Corporation (the “Company”), at a purchase price of $3.00 6.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights description of the Class A Common Stock are as set forth Securities that appears in the Restated Certificate Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of Incorporation, filed as 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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 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 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 25,000,000 833,333 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms February 16, 2023 (the “Termination Date”), provided that the Company may extend the Termination Date at its sole discretion. The Provided that subscriptions for 41,667 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. (f) Investors will have up to 48 hours prior to the Termination Date to change their minds and cancel their investment commitments for any reason. Once the offering period is within 48 hours of ending, except investors will not be able to cancel for Section 5 hereofany reason, which shall remain in force and effecteven if they make a commitment during this period.

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 Next Thing Technology Rentberry, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 0.87 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150300.00. The rights of the Class A Common Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, Incorporation and Bylaws filed as Exhibit 2.1 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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. (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. 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. (de) The aggregate number of Securities sold shall not exceed 25,000,000 16,574,584 shares of Common Stock, including 2,758,620 bonus shares (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with 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 as provided in Section 5 7 hereof, which shall remain in force and effect. (g) 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, terms of this Subscription Agreement, including the Proxy and Drag-Along Rights in Sections 5 and 6. 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 1 contract

Sources: Subscription Agreement (Rentberry Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A shares of Common Stock with a par value of $0.0001 (the “Securities”), of Next Thing Technology Veritransfer Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $3.00 2.00 per share of Class A Common Stock Security (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150500. The rights and preferences of the Class A Common Stock Securities are as set forth in the Restated Certificate Company’s Articles of IncorporationIncorporation and Bylaws, copies of which have been filed as Exhibit Exhibits 2.1 and 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] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement (Veritransfer Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees 3.1 Subject to purchase Class A Common Stock (satisfaction of the “Securities”), Condition Precedent the Warrantholder may exercise all or some of Next Thing Technology Inc.its Warrants at any time during the Subscription Period by delivering a Warrant Certificate representing Warrants held by it to the Company at the Registered Office together with a duly completed Subscription Form, a Delaware corporation (remittance for the “Company”), at a purchase price Subscription Moneys and evidence satisfactory to the Company of $3.00 per share the authority of Class A Common Stock (the “Per Security Price”), upon person signing the terms and conditions set forth hereinSubscription Form on behalf of that Warrantholder. The minimum subscription is $150. The rights of Warrantholder shall be entitled to cancel a Subscription Form with the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement consent of the Company filed with (in which case the SEC (Warranthofder shall be deemed not to have exercised the “Offering Statement”)respective Warrants) but not otherwise. (b) Subscriber understands that the Securities are being offered pursuant 3.2 Subject to an offering circular (the “Offering Circular”) filed with the SEC as part satisfaction of the Offering Statement (SEC File No. [X]), as Condition Precedent the Warrantholder may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies exercise all of its Warrants on a change of control of the Offering Circular and Offering Statement including exhibits thereto and any other information required Company by the Subscriber delivering within sixty 60} days of such change of control a Warrant Certificate representing Warrants held by it 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 Registered Office together with a duly completed Subscription Form, a remittance for the Subscription Moneys and evidence satisfactory to the Company 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 authority of the Subscriberperson signing the Subscription Form on behalf of that Warranthofder. In additionFor the purposes of this section, change of control shall have the Company, at its sole discretion, may allocate meaning as set out in s840 Income and Corporation Taxes ▇▇▇ ▇▇▇▇. 3.3 The Company shall within twenty one (21) days of the Exercise Date against receipt of the Subscription Monies allot to Subscriber only a portion the Warrantholder such number of Warrant Shares as is calculated by dividing the pounds sterling figure produced by the number of Securities Subscriber Warrants so exercised by the Subscription Price, (rounded down to the nearest integral number of Ordinary Shares) on terms such that the Warrant Shares are credited as fully paid free from all liens, charges, encumbrances and equities whatsoever and with all benefits and rights attaching to them and rank for all purposes pari passu with the Ordinary Shares already in issue, save that they will not rank for any dividend or other distribution declared in respect of a record date falling before the Exercise Date. 3.4 As soon as reasonably practicable following any allotment of Warrant Shares and, in any event, within twenty eight (28) days of the relative Exercise Date, the Company shall send to the Warrantholder: 3.4. 1 If the Warrantholder has subscribed fornotified the Company that it intends to hold Warrant Shares in certificated form, a definitive share certificate for the Warrant Shares to which the Warrantholder is entitled. The Company will notify Subscriber whether this subscription is accepted (whether Warrantholder may nominate a CREST account into which the Warrant Shares can be delivered should that be the Warrantholder's preference 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 respect of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.such Warrant Shares; and

Appears in 1 contract

Sources: Exclusive Research, Development and License Agreement (Xenetic Biosciences, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Non-Voting Class A B Common Stock Stock, par value $0.0001 per share (the “Securities”), of Next Thing Technology Ohanae, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 5 Ohanae Coin[1] per share of Non-Voting Class A B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150500 Ohanae Coin. The rights of the Non-Voting Class A B Common Stock are as set forth in the Company’s Second Restated Certificate of Incorporation, filed as 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 [_], 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 6,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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. _____________________________ 1 The Company will only accept payment for the Company’s Non-Voting Class B Common Stock in this offering using the Company’s internal digital currency, Ohanae Coin. Ohanae Coin is structured as a cryptocurrency backed on a one-to-one basis by Signet, a tokenized representation of U.S. dollars for facilitating instant settlement, created by Signature Bank. Each Signet is representative of one (1) U.S. dollar held in a Signature Bank deposit account. As such, the value of one (1) Ohanae Coin is equal to 1 U.S. dollar. Cryptocurrencies like the Ohanae Coin are sometimes referred to as “stablecoins” in that their underlying value is directly tied to other assets to which the stablecoins are backed. (f) The Securities are represented in the form of digital asset securities on the Ohanae Blockchain (as defined in the Offering Statement). As such, Subscriber will receive equity tokens (Token Ticker Symbol: OHANA), representing the Securities purchased by the Subscriber on the Ohanae Blockchain.

Appears in 1 contract

Sources: Subscription Agreement (Ohanae, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Series B Preferred Stock (the “Securities”), of Next Thing Technology Inc.6d bytes, inc. dba Blendid, a Delaware corporation (the “Company”), at a purchase price of $3.00 2.22 per share of Class A Common Stock Series B Preferred Share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150999. The rights Series B Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock, issuable upon conversion of the Class A Common Series B Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Securities are as set forth in the Restated Certificate of Incorporation, filed as 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 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 24,774,774 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (6d Bytes Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class Series A Common Preferred Stock (the “Securities”), of Next Thing Technology Inc.ERC Homebuilders, Inc. a Delaware corporation Corporation (the “Company”), at a purchase price of $3.00 indicated on the signature page 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 $150. The rights and preferences of the Class Series A Common Preferred Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement Certificate of Designations and the Company filed with the SEC (the “Offering Statement”)bylaws. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto PPM posted on the platform 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. 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 25,000,000 30,000,000 (the “Maximum Offering”). The Company may accept subscriptions until June 30, 2020, unless otherwise extended by the termination of the Offering Company in accordance with its terms sole discretion (the “Termination Date”). There is no minimum offering amount required. 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.

Appears in 1 contract

Sources: Subscription Agreement

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 Common Stock, a Series of Next Thing Technology NextMart, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 0.10 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1505,000, or 50,000 shares. The rights and preferences of the Class A Common Stock shares are as set forth in the Restated Certificate Corporation Agreement of IncorporationNextMart, filed Inc. dated March 22, 2023, as Exhibit 2.1 amended from time to time (the “Operating Agreement”), and the Series Designation for Common Stock 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 March 22, 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinsubscribing to the Offering, Subscriber acknowledges that Subscriber has received access to 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. 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. 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 25,000,000 $20,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (NextMart Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology StartEngine Crowdfunding, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $3.00 1.25 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150500. The rights of the Class A Common Stock are as set forth in the Seventh Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation and Bylaws included in the 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-XXXXX), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. 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 agreement 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 25,000,000 19,200,000 (including 3,200,000 Bonus Shares) (the “Maximum Offering”). Of this amount, 3,840,000 Securities, including 640,000 Bonus Shares, are being sold by certain of the Company’s existing stockholders (collectively, the “Selling Stockholders”). The term “Bonus Shares” is defined in the Offering Circular. The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

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

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.Aptera Motors Corp., a Delaware corporation (the “Company”), at a purchase price of $3.00 $ 10.50 per share of Class A B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150210.00. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate of Incorporation, filed as 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-11479), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 $39,352,814 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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, 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 the Common Stock (the “Securities”), of Next Thing Technology Inc.Wireless Electrical GRID LAN, WiGL Inc. a Delaware Virginia corporation (the “Company”), at a purchase price of $3.00 1.58 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate Articles of Incorporation, Incorporation and the Articles of Amendment to the Articles of Incorporation and filed as Exhibit 2.1 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 [November XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. (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. 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 32,012,195, excluding the 14,240,506 shares that may be issued for no additional consideration as “Bonus Shares” (as defined in the Offering Circular) (the “Maximum Offering”). The Company may accept subscriptions until ______, 2024, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for $10,350 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.

Appears in 1 contract

Sources: Subscription Agreement (Wireless Electrical Grid LAN, WiGL, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Saleen Automotive, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 1.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150500.00. The rights of the Class A Common Stock are as set forth in the Restated Company’s Certificate of Incorporation, Incorporation and Bylaws filed as Exhibit 2.1 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 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 30,000,000 shares of Common Stock, 9,000,000 of which are being sold by certain of the Company’s existing stockholders (collectively, the “Maximum OfferingSelling Stockholders”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with 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 6 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, 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 (Saleen Automotive, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Miso Robotics, Inc., a Delaware corporation corporation, (the “Company”), at a purchase price of $3.00 5.22 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Eighth Amended and Restated Certificate of Incorporation, and filed as Exhibit 2.1 exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that Novation Solutions Inc. (“DealMaker”), which is serving as the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies value of the Offering Circular and Offering Statement including exhibits thereto and any other information required by shares subscribed for. This processing fee shall count against the Subscriber to make an investment decisionper investor limit set out in Section 4(d)(ii) below. (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 25,000,000 4,137,930 excluding the 306,513 shares that may be issued for no additional consideration as “Bonus Shares” (as defined in the Offering Circular) (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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 6 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, 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 (Miso Robotics, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Series Interests (the “Securities”), of Next Thing Technology Inc.YSMD Series 2340 Hilgard LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $3.00 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 $150100, or 20 Units. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationYSMD, LLC and the respective series designation, filed as Exhibit 2.1 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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) If Subscriber complete the section of the signature page titled “Auto Invest”, Subscriber agrees to also purchase on a monthly basis that number of Securities for the price set forth on the signature page. A Subscriber wishing to discontinue Auto Invest may do so at any time by navigating to the ‘My Portfolio’ section of the platform and selecting the option to terminate the recurring investment. Termination of the Auto Invest will be effective within 3 business days after such termination. (d) 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. (de) The aggregate number of Securities sold shall not exceed 25,000,000 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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) 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.

Appears in 1 contract

Sources: Subscription Agreement (Ysmd, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.Aptera Motors Corp., a Delaware corporation (the “Company”), at a purchase price of $3.00 10.50 per share of Class A B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150210. The rights of the Class A Common Stock Securities are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-11479), as may be amended from time to time. .. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 value of Securities sold shall not exceed 25,000,000 $39,352,814 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement (Aptera Motors Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Bluesphere Ventures Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 50 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to amended, and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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 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 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 25,000,000 24,700 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms April 30, 2023 (the “Termination Date”). The Providing that subscriptions for 500 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.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) 1.1 The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase that number of Shares as is set forth on the cover page of this Subscription Agreement at the price per Class A Common Stock (of Share shown on the “Securities”)cover page of this Subscription Agreement, for the aggregate price shown on the cover page of Next Thing Technology Inc.this Subscription Agreement, a Delaware corporation (which is tendered herewith, on the “Company”), at a purchase price basis of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon representations and warranties and subject to the terms and conditions set forth hereinin this Subscription Agreement (collectively, the “Subscription”). The minimum subscription is $150. The rights of the Class A Common Stock Shares are those described as set forth such in the Restated Certificate of IncorporationOffering Memorandum prepared by the Corporation dated September 30, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC 2016 (the “Offering StatementMemorandum). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended and restated from time to time. By executing this Subscription Agreement as provided herein, . 1.2 The Subscriber acknowledges that the Shares have been offered to the Subscriber has received access as part of an offering by the Corporation of additional Shares to other subscribers. 1.3 All dollar amounts referred to in this Subscription Agreement, copies including the schedules, appendices, certificates and attached hereto, are in lawful money of Canada, unless otherwise indicated. 1.4 Subject to the Offering Circular terms hereof, the Subscription will be effective upon its acceptance by the Corporation. The Subscriber acknowledges and Offering Statement including exhibits thereto agrees that this Subscription Agreement and any other information required documents delivered in connection herewith will be held by or on behalf of the Corporation, and that the aggregate price will be held by or on behalf of the Corporation. In the event that this Subscription is not accepted by the Corporation for whatever reason, which the Corporation expressly reserves the right to do, the Corporation will return the aggregate price to the Subscriber to make an investment decision. (c) The at the address of the Subscriber as set forth on the cover page of this Subscription Agreement, or as otherwise directed by the Subscriber’s subscription may be , without interest or deduction. If this Subscription is accepted or rejected in whole or only in part, at any time prior to the Subscriber understands that a Closing Date (as hereinafter defined), by cheque representing 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 aggregate price for that portion of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription the Subscription that is not 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 promptly delivered to the Subscriber at the address of the Subscriber as set forth on the cover page of this Subscription Agreement, or as otherwise directed by the Subscriber, without interest and all of Subscriber’s obligations hereunder shall terminateor deduction. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Epilog Imaging Systems, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 1.40 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150250. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation 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 [December XX, 2020] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. (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. 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 25,000,000 3,571,429, excluding the 357,142 shares that may be issued as “Bonus Shares” (as defined in the Offering Circular) (the “Maximum Offering”). The Company may accept subscriptions until ______, 2021, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for $51,750 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. (g) 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, 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 1 contract

Sources: Subscription Agreement (Epilog Imaging Systems Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A shares of Common Stock (the “Securities”), of Next Thing Technology Inc.Global Health Solutions, Inc. a Delaware corporation (the “Company”), at a purchase price of $3.00 11.26 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150990.88. The rights and preferences of the Class A Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, filed the amendments thereto, and the Company’s Bylaws, found as Exhibit Exhibits 2.1 – 2.3 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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 1,332,149 (the “Maximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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, terms of this Subscription Agreement.

Appears in 1 contract

Sources: Subscription Agreement (Global Health Solutions, Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock membership interests (the “Securities”), of Next Thing Technology Inc.Ark7 Properties LLC - Series #MHQNN, a registered series of a Delaware corporation series limited liability company, (the “Company”), at a purchase price of $3.00 940 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 $150. The rights of the Class A Common Stock membership interest are as set forth in the Restated Certificate Operating Agreement of IncorporationArk7 Properties LLC and the respective series designation, filed as Exhibit 2.1 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 [______, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 $317,720 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement (Ark7 Properties LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.RYSE, Inc, a Delaware corporation incorporated in Ontario, Canada (the “Company”), at a purchase price of $3.00 7.13 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150499.10. The rights of the Class A B Common Stock are as set forth in the Restated Certificate of Incorporation, as amended filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that Rialto Markets, LLC (“Rialto”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of $25.00 per subscription transaction. 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 (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Voting Trust Agreement (the “Voting Trust Agreement”) and a shareholders agreement (the “Shareholders Agreement”) in substantially the form filed as an exhibits to the Offering Statement. (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. 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. (de) The aggregate number of Securities sold shall not exceed 25,000,000 2,104,718 shares of Class B Common Stock (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with 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 hereof, which shall remain in force and effect. (g) 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, including, but not limited to the terms of the Voting Trust Agreement and the Shareholders Agreement. 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 1 contract

Sources: Subscription Agreement (RYSE, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Rentberry, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 0.87 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150300.00. The rights of the Class A Common Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, Incorporation and Bylaws filed as Exhibit 2.1 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 ___________, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. (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. 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. (de) The aggregate number of Securities sold shall not exceed 25,000,000 16,574,584 shares of Common Stock, including 2,758,620 Bonus Shares (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with 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 as provided in Section 5 7 hereof, which shall remain in force and effect. (g) 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, terms of this Subscription Agreement, including the Proxy and Drag-Along Rights in Sections 5 and 6. 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 1 contract

Sources: Subscription Agreement (Rentberry 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 Next Thing Technology Inc.BUSINESS LINES CORP, a Delaware corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $3.00 5 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Class A Common Stock Securities are as set forth in the Restated Company’s amended and restated Certificate of IncorporationIncorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, filed as Exhibit 2.1 to Subscriber acknowledges that Subscriber has received this Subscription Agreement, 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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 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. 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 25,000,000 15,000,000 (the “Maximum Offering”). The Company may accept subscriptions until October 1, 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum 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 The 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.

Appears in 1 contract

Sources: Subscription Agreement (Business Lines Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.Aptera Motors Corp., a Delaware corporation (the “Company”), at a purchase price of $3.00 14.80 per share of Class A B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1501,000.00. The rights of the Class A Common Stock Securities are as set forth in the Restated Certificate of Incorporation, filed as 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 $15,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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 1 contract

Sources: Subscription Agreement (Aptera Motors Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock Stock, no par value (the “Securities”), of Next Thing Technology Olive Tree People Inc., a Delaware California corporation (the “Company”), at a purchase price of $3.00 1.25 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150750.00. The rights of the Class A Common Stock are as set forth in the Restated Certificate Article of Incorporation, as amended, filed as Exhibit 2.1 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 July 28, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 25,000,000 12,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. (a) The undersigned (“SubscriberPurchaser”) hereby subscribes for and agrees to purchase Class A Common Stock become a Member in DLP EQUITY FUND II, LLC, a Delaware limited liability company, (the “SecuritiesFund)) and to purchase the number of limited liability membership interests (“Shares”) indicated above, of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon all in accordance with the terms and conditions set forth herein. The minimum subscription is $150. The rights of this Subscription Agreement, the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC Operating Agreement (the “Offering StatementOperating Agreement”). (b) Subscriber understands that , and the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X])Private Placement Memorandum dated February 15, 2017, as may be amended from time to timetime (the “Memorandum”). (b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access The Purchaser agrees to this Subscription Agreement, copies become a Member of the Offering Circular Fund and Offering Statement including exhibits thereto to be bound by all the terms and any other information required conditions of the Operating Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Subscriber to make an investment decisionPurchaser. (c) The Subscriber’s This subscription may be accepted or rejected in as a whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at Manager in its sole and absolute 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 If this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriberthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Subscriber without interest and all the extent of Subscriber’s obligations hereunder such rejection. This subscription shall terminatebe binding on the Fund only upon acceptance by the Manager. (d) The aggregate number Neither the execution nor the acceptance of Securities sold shall not exceed 25,000,000 (this Subscription Agreement constitutes the “Maximum Offering”). The Company may accept subscriptions until the termination Purchaser a Member of the Offering in accordance with its terms (Fund. This is an agreement to purchase the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, Shares on various dates at or prior a when issued basis; and the Purchaser will become a Member only when the Purchaser’s funds are transferred to the Termination Date (each a “Closing Date”)account of the Fund and the Shares are issued to the Purchaser. Until that time, the Purchaser shall have only the rights set forth in this Subscription Agreement. (e) In The Purchaser’s rights and responsibilities will be governed by the event of rejection terms and conditions of this subscription Subscription Agreement, the Memorandum, and the Operating Agreement. The Fund will rely upon the information provided 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 and in the attached Investor Questionnaire to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act who are U.S. or effectforeign investors, except for Section 5 hereof, which shall remain in force and effector one of thirty-five (35) non-Accredited U.S. or foreign Investors that will be allowed to purchase Shares.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. On the terms set forth herein, Subscriber hereby subscribes for up to $200 million principal amount (the "Subscription Amount") of Subordinated Debentures substantially in the form attached as Exhibit A, at a price of $1,000 per $1,000 principal amount of Subordinated Debentures at the time the subscription is called in whole or in part ("Subscription Price"). The parties acknowledge and agree that the Subscription Amount will be used first, to repay Homestead's obligations under the Credit Agreement and second, to the extent necessary, to fund projects under development which are Mortgaged Properties (as defined in the Credit Agreement). Subscriber hereby agrees that this subscription is and shall be irrevocable and shall survive and shall not be affected by the subsequent dissolution, bankruptcy or insolvency of Homestead, or any defenses, counterclaims or setoffs which Subscriber may at any time have against Homestead, but that the obligations hereunder will terminate if (a) The undersigned (“Subscriber”) hereby subscribes Homestead or the Agent does not call the subscription or any part of it for and agrees to purchase Class A Common Stock (the “Securities”)any reason by June 30, of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $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 $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). 1999 or (b) 14 days after the Credit Agreement is terminated. Subscriber understands acknowledges that the Securities are being offered pursuant Homestead is not obligated to an offering circular (the “Offering Circular”) filed with the SEC as call all or any part of the Offering Statement Subscription Amount. In addition, Subscriber's obligation to fund the Subscription Amount will be reduced or terminated to the extent Homestead (SEC File No. [X])i) issues equity securities, including Shares, to any third party (or to Subscriber pursuant to a separate offering) before June 30, 1999, as may be amended provided in Section 9, and (ii) uses the proceeds thereof to pay down its obligations under the Credit Agreement by the amount of net proceeds received by Homestead from time the sale of equity securities and any remaining net proceeds to timefund projects under development which are Mortgaged Properties (as defined in the Credit Agreement). By executing this Subscription Agreement as provided herein, Subscriber acknowledges and agrees that Subscriber has received access any issuance of convertible subordinated debentures in a private offering managed by ▇▇▇▇▇▇▇ ▇▇▇▇▇, the proceeds of which will be used to purchase convertible mortgages of Homestead, shall not reduce or terminate Subscriber's subscription obligation hereunder. As of the date of 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. 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 no knowledge of any claims 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 terminateoffsets against Homestead. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement (Homestead Village Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A B Common Stock (the “Securities”), of Next Thing Technology Inc.Aptera Motors Corp., a Delaware corporation (the “Company”), at a purchase price of $3.00 10.50 per share of Class A B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150210. The rights of the Class A Common Stock Securities are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 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 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]024-11479), as may be amended from time to time. .. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 value of Securities sold shall not exceed 25,000,000 $38,715,747 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with 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.

Appears in 1 contract

Sources: Subscription Agreement (Aptera Motors Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Common Stock (the “Securities”), of Next Thing Technology Inc.Future Pearl Labs, Inc. dba “Bobacino”, a Delaware corporation (the “Company”), at a purchase price of $3.00 2.39 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150105 shares. The rights of the Class A Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, filed as Exhibit 2.1 Incorporation 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 [_], 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to timeStatement. By executing this Subscription Agreement as provided hereinAgreement, Subscriber acknowledges that Subscriber has received access to 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. 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 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 25,000,000 2,008,368, which includes up to 334,728 shares issued as “Bonus Shares”, as defined in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until for one year following qualification by the termination of SEC, unless otherwise extended by the Offering Company in its sole discretion in accordance with its terms 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, 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 (Future Pearl Labs, Inc)