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Description of the Offering Contract Clauses (39)
Grouped Into 4 Collections of Similar Clauses From Business Contracts
This page contains Description of the Offering clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Description of the Offering. This Subscription Agreement is for a maximum of 20,000,000 Units (the "Maximum Offering"). Each Unit is comprised of one share of common stock, par value $0.0001 (a "Common Stock"), and one Common Share purchase warrant (each whole warrant, a "Warrant") to purchase two additional Common Shares (each, a "Warrant Share") at an exercise price of $0.20 USD per Warrant Share, subject to certain adjustments, over a 18-month exercise period following the date of issuance of the Warrant. The Units are b...eing offered at a purchase price of $0.10 USD per Unit on a "best efforts" basis. This Offering (the "Offering") is made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the "Securities Act") and who have no need for liquidity in their investments. As of this Offering, there is a limited public market for the Common Stock and no assurance can be given that the market will further develop, or that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. The Common Stock is currently quoted on the OTCQB under the symbol "WKSP." THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSAUNT TO SECTION 506(C) AND SUCH STATE LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
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Description of the Offering. This Subscription Agreement is for a maximum shares of 20,000,000 Units (the "Maximum Offering"). Each Unit is comprised of one share of the Company's common stock, par value $0.0001 (a $0.01 per share (the "Common Stock"), and one Common Share purchase warrant (each whole warrant, a "Warrant") to purchase two additional Common Shares (each, a "Warrant Share") at an exercise price of $0.20 USD per Warrant Share, subject to certain adjustments, over a 18-month exercise period following the date o...f issuance of the Warrant. The Units are being offered at a purchase price of $0.10 USD per Unit on a "best efforts" basis. Stock"). This Offering (the "Offering") is made only to accredited investors who qualify a non-U.S. Person, as accredited investors pursuant to the suitability standards for investors described such term is defined under Regulation D S of the Securities Act of 1933, as amended (the "Securities Act") and who have no need for liquidity in their investments. Act"). As of this Offering, there is a limited public market for the Common Stock and no assurance can be given that the market will further develop, or that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. The Common Stock is currently quoted on the OTCQB OTCPink under the symbol "WKSP." "THCC." THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSAUNT PURSUANT TO SECTION 506(C) REGULATION S AS PROMULGATED UNDER THE SECURITIES ACT AND SUCH STATE LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
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Lake Forest Minerals Inc. contract
Description of the Offering. This Subscription Agreement is for a maximum shares of 20,000,000 Units (the "Maximum Offering"). Each Unit is comprised of one share of the Company's common stock, par value $0.0001 (a $.001 per share (the "Common Stock"), and one Common Share purchase warrant (each whole warrant, a "Warrant") to purchase two additional Common Shares (each, a "Warrant Share") at an exercise price of $0.20 USD per Warrant Share, subject to certain adjustments, over a 18-month exercise period following the date o...f issuance of the Warrant. The Units are being offered at a purchase price of $0.10 USD per Unit on a "best efforts" basis. Stock"). This Offering (the "Offering") is made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D S of the Securities Act of 1933, as amended (the "Securities Act") and who have no need for liquidity in their investments. As of this Offering, there is a limited public market for the Common Stock and no assurance can be given that the market will further develop, or that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. The Common Stock is currently quoted on the OTCQB under the symbol "WKSP." "ALTB." THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSAUNT TO SECTION 506(C) AND SUCH STATE LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
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Balincan International Inc. contract
Description of the Offering. This Subscription Agreement is for a minimum of Six Million Five Hundred Thousand (6,500,000) shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $0.20 per share. The offering of the Shares (the "Offering") shall be for a minimum offering amount of One Million Three Hundred Thousand ($1,300,000) (the "Minimum Offering Amount"). The Company is offering the Shares on a "best efforts" basis. The Offering will occur contemporan...eously upon the consummation of the merger (the "Merger") among the Company, Bioanomaly Inc., a California corporation ("Quanta"), and Quanta Acquisition Corp., a California corporation ("Acquisition"). Following the Merger, Quanta will become a wholly-owned subsidiary of the Company, the Company will effect, change its name to "Quanta" or such similar name as is available, and adopt the business plan of Quanta. The Merger is contingent upon the Company selling Shares in the Minimum Offering Amount. The Company, in its sole discretion, may continue the Offering for up to two weeks following the Merger. All funds sent to the Company by offerees to purchase Shares will be sent to and held in a noninterest-bearing escrow account (the "Escrow Account") maintained by counsel to the Company, Kane Kessler, P.C. (the "Escrow Agent"). The subscriptions will remain in the Escrow Account until subscriptions in the Minimum Offering Amount have been received (the "Closing"). At the Closing, the Escrow Agent will be authorized to release funds to the Company. This Company is offering the Shares, solely to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the "Securities Act") and who have no need for liquidity in their investments. Prior to this Offering there was only a limited public market for the Shares and no assurance can be given that a market will develop, or if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. 1 2. Other Terms of the Offering; Acceptance of Subscription. The execution of this Subscription Agreement shall constitute an offer by the Subscriber to subscribe for the Shares in the amount and on the terms specified herein. The Subscriber must also complete and execute the Subscriber Questionnaire attached hereto. The Company reserves the right, in its sole discretion, to reject in whole or in part, any subscription offer. If the Subscriber's offer is accepted, the Company will execute a copy of this Subscription Agreement and return it to the Subscriber. The Subscriber understands and agrees that pursuant to Rule 506(c) of Regulation D promulgated under the Securities Act, the Company needs to take reasonable steps to verify that the Subscribers are accredited investors directly or by a third party service and, in its sole discretion, may (i) reject the subscription of any Subscriber, whether or not qualified, in whole or in, part, and (ii) may withdraw the Offering at any time prior to the termination of the Offering. The Company shall have no obligation to accept subscriptions in the order received. This subscription shall become binding only if accepted by the Company.
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QUANTA INC contract
Description of the Offering. This Subscription Agreement is for an offering (the "Offering") of units (each a minimum "Unit" and collectively, the "Units"), with each Unit consisting of: (i) 1,000 shares of Six Million Five Hundred Thousand (6,500,000) Series D Convertible Preferred Stock (the "Series D Preferred"), and (ii) one five-year warrant (each a "Warrant" and collectively, the "Warrants") to purchase up to such number of shares (the "Shares") of the Company's common stock, $0.0001 par value $0.001 per share (the "C...ommon Stock"), equal to 50% of the number of shares of Common Stock issuable upon conversion of each share of Series D Preferred, at a purchase an exercise price of $0.20 $3.50 per share. share of Common Stock. Each share of Series D Preferred shall have a stated value of $100.00, as adjusted for stock dividends, combinations, splits and certain other events. Each share of Series D Preferred and each Warrant shall have the rights, preferences, privileges and restrictions set forth in the Offering Materials (as defined below). The Offering is a "best efforts" offering of the Shares (the "Offering") shall be for a with no minimum offering amount and the maximum number of One Million Three Hundred Thousand ($1,300,000) Units to be sold pursuant to the Offering is 16 Units, for an aggregate offering of $1,600,000 (the "Minimum "Maximum Offering"). The Company reserves the right to increase the size of the Offering Amount"). by an additional four Units or $400,000 without notice to subscribers or investors. The Company is offering the Shares Units on a "best efforts" basis. The Offering will occur contemporaneously upon the consummation of the merger (the "Merger") among the Company, Bioanomaly Inc., a California corporation ("Quanta"), and Quanta Acquisition Corp., a California corporation ("Acquisition"). Following the Merger, Quanta will become a wholly-owned subsidiary of the Company, minimum subscription amount the Company will effect, change its name to "Quanta" or such similar name as accept is available, and adopt the business plan of Quanta. The Merger is contingent upon $100,000, however, the Company selling Shares in reserves the Minimum Offering Amount. The Company, right, in its sole discretion, to accept fractional subscriptions. The Company may continue engage the Offering for up to two weeks following the Merger. All funds sent to services of a non-exclusive placement agent or agents. It is anticipated that of so engaged, the Company by offerees may paid cash fees on funds that the placement agent(s) actually raise for the sale of the Units of commissions equal to purchase Shares will be sent to and held in a noninterest-bearing escrow account (the "Escrow Account") maintained by counsel to the Company, Kane Kessler, P.C. (the "Escrow Agent"). approximately ten percent (10%). The subscriptions will remain in the Escrow Account until subscriptions in the Minimum Offering Amount have been received (the "Closing"). At the Closing, the Escrow Agent will be authorized to release funds to the Company. This Company is offering the Shares, being made solely to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the "Securities Act") and who have no need for liquidity in their investments. Prior to this Offering there was only a limited public market for the Shares Units and no assurance can be given that a market will develop, or if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. 1 2. Other Terms of the Offering; Acceptance of Subscription. The Offering is for a minimum subscription of $100,000 and is being made solely to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act and who have no need for liquidity in their investments. The execution of this Subscription Agreement shall constitute an offer by the Subscriber to subscribe for the Shares Units in the amount and on the terms specified herein. The Subscriber must also complete and execute the Subscriber Questionnaire attached hereto. The Company reserves the right, in its sole discretion, to reject in whole or in part, any subscription offer. If the Subscriber's offer is accepted, the Company will execute a copy of this Subscription Agreement and return it to the Subscriber. The Subscriber understands and agrees that pursuant to Rule 506(c) of Regulation D promulgated under the Securities Act, the Company needs to take reasonable steps to verify that the Subscribers are accredited investors directly or by a third party service and, in its sole discretion, may (i) reject the subscription of any Subscriber, whether or not qualified, in whole or in, part, and (ii) may withdraw the Offering at any time prior to the termination of the Offering. The Company shall have no obligation to accept subscriptions in the order received. This subscription shall become binding only if accepted by the Company.
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BIOHITECH GLOBAL, INC. contract
Description of the Offering. This Subscription Agreement is for a minimum of Six Million Five Hundred Thousand (6,500,000) shares (the "Shares") of the Company's common stock, par value $0.001 $0.0001 per share (the "Common Stock"), Stock") at a pre-Split purchase price of $0.20 $2.47 per share. The offering of the Shares (the "Offering") Offering shall be for a in the minimum offering amount of One Million Three Two Hundred Thousand ($1,300,000) Dollars ($200,000) (the "Minimum Offering Amount"). Amount") for 80,972 pre-Sp...lit Shares and a maximum offering amount of Eight Hundred Thousand Dollars ($800,000) (the "Maximum Offering Amount") for up to 323,887 pre-Split Shares. The Company is offering the Shares on a "best efforts" basis. The Offering will occur contemporaneously simultaneously upon the consummation of the merger (the "Merger") among the Company, Bioanomaly Driven Deliveries, Inc., a California Nevada corporation ("Quanta"), ("Driven"), and Quanta Driven Acquisition Corp., a California Nevada corporation ("Acquisition"). Following the Merger, Quanta Driven will become a wholly-owned subsidiary of the Company, the Company will effect, effect a forward split on a 12.35 for 1 (12.35:1) basis (the "Split") and, change its name to "Quanta" "Driven. Inc.", or such similar name as is available, available (collectively, with the effectiveness of the Split, the "Reorganization"), and adopt the business plan of Quanta. Driven. The Merger is contingent upon the Company consummating the Offering and selling the Shares in the Minimum Offering Amount. The Company, Shares that Subscribers are purchasing in its sole discretion, may continue the Offering will be split on the basis of 12.35 shares of Common Stock for up each share of Common Stock subscribed for. The Shares sold in the Offering will be subject to two weeks a six (6) month restriction following the Merger. Reorganization from sale, transfer, pledge or hypothecation as set forth in Section 4 of this Subscription Agreement. Not less than Fifty Thousand Dollars ($50,000) of the proceeds of the Offering shall be designated to Driven's legal and audit fees in connection with the Merger and the transactions contemplated thereby. Upon consummation of the Merger and the Maximum Offering, there will be approximately 41,500,000 post-Split shares of the Company's Common Stock issued and outstanding. All funds sent to the Company by offerees to purchase Shares will be sent to and held in a noninterest-bearing escrow account (the "Escrow Account") maintained by counsel to the Company, Kane Kessler, P.C. (the "Escrow Agent"). The subscriptions will remain in the Escrow Account until subscriptions in the Minimum Offering Amount have been received and upon consummation of the Merger (the "Closing"). At the Closing, the Escrow Agent will be authorized to release funds received up to the Maximum Offering to the Company. This Company The Offering is offering the Shares, for a minimum Subscription of $24,000 and is being made solely to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the "Securities Act") and who have no need for liquidity in their investments. Prior to this Offering there was only a limited public market for the Shares and no assurance can be given that a market will develop, or if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. 1 THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. 1 2. Other Terms of the Offering; Acceptance of Subscription. The execution of this Subscription Agreement shall constitute an offer by the Subscriber to subscribe for the Shares in the amount and on the terms specified herein. The Subscriber must also complete and execute the Subscriber Questionnaire attached hereto. The Company reserves the right, in its sole discretion, to reject in whole or in part, any subscription offer. If the Subscriber's offer is accepted, the Company will execute a copy of this Subscription Agreement and return it to the Subscriber. The Subscriber understands and agrees that pursuant to Rule 506(c) of Regulation D promulgated under the Securities Act, the Company needs to take reasonable steps to verify that the Subscribers are accredited investors directly or by a third party service and, in its sole discretion, may (i) reject the subscription of any Subscriber, whether or not qualified, in whole or in, part, and (ii) may withdraw the Offering at any time prior to the termination of the Offering. The Company shall have no obligation to accept subscriptions in the order received. This subscription shall become binding only if accepted by the Company.
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Driven Deliveries, Inc. contract
Description of the Offering. This Subscription Agreement is for a minimum of Six Million Five Nine Hundred Thirty-Three Thousand (6,500,000) Three Hundred Thirty-Four (6,933,334) shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), Stock") and a maximum of Eight Million Four Hundred Thousand (8,400,000) shares, at a purchase price of $0.20 $0.375 per share. The offering of the Shares (the "Offering") shall be for a minimum offering amount of One Two Million Three Six Hundred ...Thousand ($1,300,000) Dollars ($2,600,000) (the "Minimum Offering Amount") and a maximum offering amount of Three Million One Hundred Fifty Thousand Dollars ($3,150,000)(the "Maximum Offering Amount"). The Company is offering the Shares on a "best efforts" basis. The Offering will occur contemporaneously simultaneously upon the consummation of the merger (the "Merger") among the Company, Bioanomaly nDivision Inc., a California Texas corporation ("Quanta"), ("NDI"), and Quanta NDI Acquisition Corp., a California corporation Delaware Corporation ("Acquisition"). Following the Merger, Quanta NDI will become a wholly-owned subsidiary of the Company, the Company will effect, change its name to "Quanta" "nDivision, Inc.", or such similar name as is available, and adopt the business plan of Quanta. NDI. The Merger is contingent upon the Company selling Shares in the Minimum Offering Amount. The Company, in its sole discretion, may continue the Offering for up to two weeks following the Merger. Merger or until subscriptions in the Maximum Offering Amount are sold. The Shares sold in the Offering will be subject to a nine month restriction from sale, transfer, pledge or hypothecation as set forth in Section 4 of this Subscription Agreement. All funds sent to the Company by offerees to purchase Shares will be sent to and held in a noninterest-bearing escrow account (the "Escrow Account") maintained by counsel to the Company, Kane Kessler, P.C. (the "Escrow Agent"). The subscriptions will remain in the Escrow Account until subscriptions in the Minimum Offering Amount have been received (the "Closing"). At the Closing, the Escrow Agent will be authorized to release funds to the Company. This Company is offering (the "Offering") the Shares, solely to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the "Securities Act") and who have no need for liquidity in their investments. Prior to this Offering there was only a limited public market for the Shares and no assurance can be given that a market will develop, or if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. Exhibit 10.1 -- Page 1 2. Other Terms of the Offering; Acceptance of Subscription. The execution of this Subscription Agreement shall constitute an offer by the Subscriber to subscribe for the Shares in the amount and on the terms specified herein. The Subscriber must also complete and execute the Subscriber Questionnaire attached hereto. The Company reserves the right, in its sole discretion, to reject in whole or in part, any subscription offer. If the Subscriber's offer is accepted, the Company will execute a copy of this Subscription Agreement and return it to the Subscriber. The Subscriber understands and agrees that pursuant to Rule 506(c) of Regulation D promulgated under the Securities Act, the Company needs to take reasonable steps to verify that the Subscribers are accredited investors directly or by a third party service and, in its sole discretion, may (i) reject the subscription of any Subscriber, whether or not qualified, in whole or in, part, and (ii) may withdraw the Offering at any time prior to the termination of the Offering. The Company shall have no obligation to accept subscriptions in the order received. This subscription shall become binding only if accepted by the Company.
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nDivision Inc. contract
Description of the Offering. The Securities to be offered directly to various investors (each, an "Investor" or "Purchaser" and, collectively, the "Investors" or the "Purchasers") in the Offering shall be a minimum of 1,150,000 Shares and a maximum offering amount of 4,000,000 Shares (the "Common Stock" or "Shares"). The Shares to be offered in the Offering shall be referred to as the "Securities". The purchase price for one Share shall be $5.00 (the "Share Purchase Price"). If the Company shall default in its obligations t...o deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement. At Closing, at least fifty percent (50%) of round lot holders will have a minimum amount of $2,500 Shares.
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ADDENTAX GROUP CORP. contract
Description of the Offering. The Securities to be offered directly to various investors (each, an "Investor" or "Purchaser" and, collectively, the "Investors" or the "Purchasers") in the Offering shall be a minimum of 1,150,000 500,000 Shares and a maximum offering amount of 4,000,000 2,500,000 Shares (the "Common Stock" or "Shares"). The Shares to be offered in the Offering shall be referred to as the "Securities". The purchase price for one Share shall be $5.00 $6.00 (the "Share Purchase Price"). If the Company shall defa...ult in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement. At Closing, at least fifty percent (50%) of round lot holders will have a minimum amount of $2,500 Shares.
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Greenpro Capital Corp. contract
Description of the Offering. The Securities to be offered directly to various investors (each, an "Investor" or "Purchaser" and, collectively, the "Investors" or the "Purchasers") in the Offering shall be [●] shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), warrants to purchase [●] shares of Common Stock (the "Warrants") and the shares of Common Stock to be issued upon exercise of the Warrants. A combination of one share of Common Stock and Warrants to purchase one-half share of Common ...Stock will be sold as a unit (each, a "Unit" and collectively, the "Units"). The term "Securities" shall mean the Units, the Common Stock underlying the Units, the Warrants and the Common Stock underlying the Warrants. If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement. 2 4. Delivery and Payment; Closing. Settlement of the Securities purchased by an Investor shall be made on one or more Closing Dates by wire transfer in federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the Placement Agent) or via electronic delivery, in each case representing the Securities to the Placement Agent, in the manner set forth later in this paragraph. The Securities shall be registered in such name or names and in such authorized denominations as the Placement Agent may request in writing two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Securities except upon tender of payment by the Placement Agent for all of the Securities sold or via delivery via payment for all of the Securities sold. The term "Business Day" means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York. Each Closing shall occur at such place as shall be agreed upon by the Placement Agent and the Company. In the absence of an agreement to the contrary, each Closing shall take place at the offices of Schiff Hardin LLP, 901 K Street, NW, Suite 700, Washington, DC 20001. Subject to the terms and conditions hereof, at each Closing payment of the purchase price for the Securities sold on such Closing Date (net of any commissions or reimbursements payable by the Company pursuant to this Agreement) shall be made by Federal Funds wire transfer, against delivery of such Securities, and such Securities shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request at least one business day before the time of purchase (as defined below). Deliveries of the documents with respect to the purchase of the Securities, if any, shall be made at the offices of Schiff Hardin, LLP, 901 K Street, NW, Suite 700, Washington, DC 20001 on each Closing Date. On each Closing Date, the Common Stock and Warrants to which the Closing relates shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian (DWAC) system for the accounts of the Placement Agent or through such other means as the parties may hereafter agree. All actions taken at a Closing shall be deemed to have occurred simultaneously.
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usell.com, Inc. contract
Description of the Offering. The Securities to be offered directly to various investors (each, an "Investor" or "Purchaser" and, collectively, the "Investors" or the "Purchasers") in the Offering shall be [●] shares consist of a combination of (i) one share of the Company's Series C Convertible Preferred Stock (the "Preferred Stock" or "Preferred Shares") that is convertible into four (4) shares of common stock, $0.001 $0.0001 par value per share (the "Common Stock"), warrants Stock" or "Shares"); (ii) Series B warrant s to... purchase [●] four (4) shares of Common Stock (the "Warrants") "Series B Warrants") at an exercise price of $[●] per share and which shall expire on the date that is five (5) years after the Closing Date; and (iii) Series C warrant s to purchase four (4) shares of Common Stock to be issued upon at an exercise price of $[●] per share and which shall expire on the Warrants. A combination of one share of Common date that is six (6) months after the Closing Date (the "Series C Warrants" and collectively with the Series B Warrants, the "Warrants"). The Preferred Stock and the Warrants to purchase one-half share of Common Stock will be sold as a unit (each, a "Unit" units (the "Units", with each Unit consisting of one Preferred Share, Series B Warrant s to purchase four (4) Shares and collectively, Series C Warrant s to purchase four (4) Shares). The Preferred Stock and Warrants shall be referred to as the "Units"). "Securities". The term "Securities" purchase price for one Unit shall mean the Units, the Common Stock underlying the Units, the Warrants and the Common Stock underlying the Warrants. be $[●] per Unit (the "Unit Purchase Price"). If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted, accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement. 2 4. Delivery and Payment; Closing. Settlement of the Securities purchased by an Investor shall be made by 5:00 p.m. on one or more the Closing Dates Date by wire transfer in federal (same day) funds, payable to the order of the Company upon after delivery of the certificates (in form and substance satisfactory to the Placement Agent) or via electronic delivery, in each case representing delivery. On the Securities Closing Date, the Common Stock and Warrants to which the Closing relates shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian (DWAC) system for the accounts of the Placement Agent, in Agent or through such other means as the manner set forth later in this paragraph. parties may hereafter agree. The Securities shall be registered in such name or names and in such authorized denominations as the Placement Agent may request in writing two (2) full at least one Business Days Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Securities except upon tender of payment by the Placement Agent for all of the Securities sold or via delivery via payment for all of the Securities sold. The term "Business Day" means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York. Each The Closing shall occur at such place as shall be agreed upon by the Placement Agent and the Company. In the absence of an agreement to the contrary, each Closing shall take place at the offices of Schiff Hardin LLP, 901 K Street, NW, Suite 700, Washington, DC 20001. Subject to the terms and conditions hereof, at each Closing payment of the purchase price for the Securities sold on such Closing Date (net of any commissions or reimbursements payable by the Company pursuant to this Agreement) shall be made by Federal Funds wire transfer, against delivery of such Securities, and such Securities shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request at least one business day before the time of purchase (as defined below). Deliveries of the documents with respect to the purchase of the Securities, if any, shall be made at the offices of Schiff Hardin, LLP, 901 K Street, NW, Suite 700, Washington, DC 20001 on each the Closing Date. On each Closing Date, the Common Stock and Warrants to which the Closing relates shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian (DWAC) system for the accounts of the Placement Agent or through such other means as the parties may hereafter agree. All actions taken at a Closing shall be deemed to have occurred simultaneously.
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InspireMD, Inc. contract
