Subscriptions. 2.1 The undersigned, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Korompis, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 100,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Yohansha, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 150,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ 021500021 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Syahid Liga Lie, a resident of Indonesia Singapore (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 200,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇PT. Stareast Management, a resident organized under the laws of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 500,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ 025000021 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇PT. Stareast Management, a resident organized under the laws of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 140,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ 021400021 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Andy Litansen, a resident of Indonesia Singapore (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 30,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇Ham and Goh Pie Ham, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a resident of Indonesia, with an address located at JI. Bogor No. 16 Medan Indonesia (the "Investor"), intending Investor"),intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 50,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Stephanus ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a resident of Indonesia Singapore (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 40,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Henful Pang, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 40,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Iskandar Tanuseputra, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Goenawan, a resident of the State of Virginia, with an address located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, a resident of Indonesia ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S D Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 200,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Special Account asset as set forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRAFINRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of March 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S D promulgated by the SEC under the Act ("Reg 5D") only to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to persons who are, and the Company will only accept subscriptions from from, "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase ▇▇▇▇▇ Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S D Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 140,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: ▇▇ ▇▇▇▇▇▇ Chase Bank, New York, NY SWIFT: ▇▇▇▇▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇ 021400021 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Sources: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)