Subscription Clause Example with 4 Variations from Business Contracts

Subscription. The undersigned (the "Purchaser") will purchase the number of units, units (collectively, the "Units" or "Securities") of Summit Wireless Technologies, Inc., a Delaware corporation (the "Company"), each unit Unit consisting of (a) one (1) share of Common Stock common stock, par value $0.0001 per share ("Common Stock"), and (b) a Warrant common stock purchase warrant to purchase 0.50 share share(s) of Common Stock of the Company ("Warrant") (collectively, the "Units" or "Securities"), of Relmada ...Therapeutics, Inc., a Nevada corporation (the "Company"), set forth on the signature page to the Subscription Agreement. this agreement (the "Subscription Agreement"). The Securities are being offered (the "Offering") by the Company pursuant to the offering terms set forth in the Company's Confidential Private Placement Memorandum, Unit Purchase Agreement, dated March 22, 2019, February 4, 2020, as may be amended and/or supplemented from time to time (the "Memorandum"). "Purchase Agreement"). The Securities are being offered on a "best efforts" basis with respect to the maximum of $10,000,000 $5,000,000 of Units (the "Maximum Offering") at a purchase price per Unit of $1.50. $0.4585. The Securities may will be sold at one or more closings the closing of the Offering (each a "Closing", and, collectively, the "Closings"), (the "Closing"), at any time during prior to the Offering Period Termination Date (defined hereafter). The minimum investment amount that may be purchased by an Investor is 6,666 24,154 Units at a purchase price of $10,000 (the "Investor Minimum Investment"). The subscription for the Securities will be made in accordance with and subject to the terms and conditions of this Subscription Agreement, the Memorandum Purchase Agreement and the other Transaction Documents (as defined below). The Securities will be offered through April 30, 2019 commencing on the earlier of (i) the date upon which subscriptions for the Maximum Offering offered hereunder have been accepted; (ii) February 10, 2020 (subject to the right of the Memorandum (the "Initial Offering Period"), which period may be extended by the Company and the Placement Agent in their sole discretion, to extend the offering until March 6, 2020 without further notice to prospective investors by investors), (iii) the date upon which the Company and the Placement Agent elect to a terminate the Offering or (iv) the date not later than June 30, 2019 upon which the Company elects to terminate the Offering (the "Final Termination Date"), with this additional period, together with the Initial Offering Period, being referred to herein as the "Offering Period". "Termination Date"). In the event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company or Placement Agent), (ii) a the Closing does not occur prior to the expiration of the Initial Offering Period or, if extended, prior to the Final Termination Date or (iii) the Offering is otherwise terminated by the Company, then the Escrow Agent (as defined below) will refund all subscription funds held in the Escrow Account (as defined below) to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company or the Placement Agent) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will be returned without interest, penalty, expense or deduction. 3 The terms of the Offering are more completely described in the Memorandum Purchase Agreement and such terms are incorporated herein in their entirety. Certain capitalized terms used, but not otherwise defined herein, will have the respective meanings provided in the Memorandum. Purchase Agreement. View More

Subscription. The undersigned (the "Purchaser") will purchase the number of units, each unit consisting Units of (a) one (1) share of Common Stock and (b) a Warrant to purchase 0.50 share of Common Stock ("Warrant") (collectively, the "Units" or "Securities"), of Relmada Therapeutics, ToughBuilt Industries, Inc., a Nevada corporation (the "Company"), set forth on the signature page to the this Subscription Agreement. Each Unit consists of one share of Class B Preferred Stock and one Warrant to purchase a shar...e of Common Stock at $6.00 per share of Common Stock. The Securities Units are being offered (the "Offering") by the Company pursuant to the offering terms set forth in the Company's Confidential Private Placement Memorandum, dated March 22, 2019, ______ __, 2016, as may be amended and/or supplemented supplemented, from time to time (the (collectively, the "Memorandum"). The Securities Units are being offered on a "best efforts" "reasonable efforts, all or none" basis with respect to the minimum of $3,000,000 (the "Minimum Offering") and thereafter on a "reasonable efforts" basis up to the maximum of $10,000,000 of Units $5,000,000 (the "Maximum Offering") at a purchase price per Unit Offering"), (subject to the right of $1.50. the Company to increase the maximum by 15% to $5,750,000 to cover over-allotments). The Securities Units may be sold at one or more closings of the Offering (each a "Closing", "Closing," and, collectively, the "Closings"), at any time during the Offering Period (as hereinafter defined); provided, however, that no Closing may be effectuated unless and until irrevocable subscriptions for at least the Minimum Offering have been deposited in the Escrow Account (defined hereafter). The minimum investment amount that may be purchased by an Investor is 6,666 20,000 Units at a purchase price of $10,000 $5.00 per Unit (the "Investor Minimum Investment"). Investment"); provided, however, the Company, in its sole discretion, may accept an Investor subscription for an amount less than the Investor Minimum Investment. The subscription for the Securities Units will be made in accordance with and subject to the terms and conditions of this the Subscription Agreement, the Memorandum Agreement and the Transaction Documents (as defined below). Memorandum. The Securities Units will be offered through April 30, 2019 ______ __, 2016 commencing on the date of the Memorandum (the "Initial Offering Period"), which period may be extended by the Company and the Placement Agent Joseph Gunnar & Co., LLC (the "Placement Agent") in their sole discretion, without further notice to prospective investors by the Company to a date not later than June 30, 2019 ______ __, 2016 (the "Final Termination "Termination Date"), with this additional period, together with the Initial Offering Period, being referred to herein as the "Offering Period". In the event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company or Placement Agent), Company), (ii) a Closing does the Minimum Offering has not occur been subscribed for prior to the expiration of the Initial Offering Period or, if extended, prior to the Final Termination Date or (iii) the Offering is otherwise terminated by the Company, then the Escrow Agent (as defined below) will refund all subscription funds held in the Escrow Account (as defined below) to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company or the Placement Agent) Company) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will be returned without interest, penalty, expense or deduction. 3 The terms of the Offering are more completely described in the Memorandum and such terms are incorporated herein in their entirety. Certain capitalized terms used, but not otherwise defined herein, will have the respective meanings provided in the Memorandum. View More

Subscription. The undersigned (the "Purchaser") will purchase the number of units, units (the "Units"), each unit consisting of (a) one (1) share of Common Stock common stock, par value $0.0001 per share (the "Common Stock") and (b) a Warrant warrant to purchase 0.50 one-half (0.5) share of Common Stock ("Warrant") (collectively, (the Common Stock and Warrants in a Unit, and any Common Stock acquired pursuant to the "Units" or "Securities"), exercise of Relmada a Warrant (the "Warrant Shares") are collectivel...y referred to below as the "Securities") of Hoth Therapeutics, Inc., a Nevada corporation (the "Company"), set forth on the signature page to the Subscription Agreement. The Securities are being offered (the "Offering") by the Company pursuant to the offering terms set forth in the Company's Confidential Private Placement Memorandum, dated March 22, June 27, 2019, as may be amended and/or supplemented from time to time (the "Memorandum"). The Securities are being offered on a "best efforts" efforts, all or none" basis with respect to the Minimum Offering of $2,000,000 (the "Minimum Offering") and thereafter on a "reasonable efforts" basis up to the maximum of $10,000,000 of Units $5,000,000 (the "Maximum Offering") at a purchase price per Unit of $1.50. $5.00. The Securities may be sold at one or more closings of the Offering (each a "Closing", and, collectively, the "Closings"), at any time during the Offering Period (defined hereafter); provided, however, that no Closing may take place unless and until subscriptions for at least the Minimum Offering has been deposited in the Escrow Account (defined hereafter). The minimum investment amount that may be purchased by an Investor is 6,666 20,000 Units at a purchase price of $10,000 $120,000 (the "Investor Minimum Investment"). The subscription for the Securities will be made in accordance with and subject to the terms and conditions of this Subscription Agreement, the Memorandum and the Transaction Documents (as defined below). (defined hereafter). The Securities will be offered through April 30, August 15, 2019 commencing on the date of the Memorandum (the "Initial Offering Period"), which period may be extended by the Company and Laidlaw & Company (UK) Ltd. ("Laidlaw" or the Placement Agent "Placement Agent")) in their sole discretion, without further notice to prospective investors by the Company to a date not later than June 30, August 23, 2019 (the "Final Termination Date"), with this additional period, together with the Initial Offering Period, being referred to herein as the "Offering Period". In the event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company or Placement Agent), (ii) a Closing does not occur prior to the expiration of the Initial Offering Period or, if extended, prior to the Final Termination Date or (iii) the Offering is otherwise terminated by the Company, then the Escrow Agent (as defined below) will refund all subscription funds held in the Escrow Account (as defined below) to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company or the Placement Agent) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will be returned without interest, penalty, expense or deduction. 3 The terms of the Offering are more completely described in the Memorandum and such terms are incorporated herein in their entirety. Certain capitalized terms used, but not otherwise defined herein, will have the respective meanings provided in the Memorandum. 3 2. Payment. The Purchaser encloses herewith either a check payable to, or will immediately make a wire transfer payment to, "Signature Bank, as Escrow Agent for Hoth Therapeutics, Inc.," in the full amount of the purchase price of the Securities being subscribed for. Together with the check for or wire transfer of the full purchase price, the Purchaser is delivering a completed and executed Signature Page to this Subscription Agreement along with a completed and executed Accredited Investor Certification, which are annexed hereto. Please note that by executing the attached Subscription Agreement, you will be deemed to have executed the Unit Purchase Agreement (attached as Exhibit A to the Confidential Private Placement Memorandum (the "Memorandum")), the Registration Rights Agreement (attached as Exhibit C to the Memorandum) and have agreed to the terms of the Warrant (attached as Exhibit D to the Memorandum) and to all exhibits, supplements and schedules to all of the foregoing, all as the same may be amended from time to time (collectively the "Transaction Documents"), and will be treated for all purposes as if you did review, approve and execute, if required, each such Transaction Document, even though you may not have physically signed the signature pages to such documents. View More

Subscription. The undersigned (the "Purchaser") will purchase the number of units, each unit consisting of (a) one (1) share of Common Stock and (b) a Warrant to purchase 0.50 0.65 share of Common Stock ("Warrant") (collectively, the "Units" or "Securities"), of Relmada Therapeutics, Inc., a Nevada corporation (the "Company"), set forth on the signature page to the Subscription Agreement. The Securities are being offered (the "Offering") by the Company pursuant to the offering terms set forth in the Company's... Confidential Private Placement Memorandum, dated March 22, 2019, September 21, 2018, as may be amended and/or supplemented from time to time (the "Memorandum"). The Securities are being offered on a "best efforts" basis with respect to the maximum of $10,000,000 $11,111,111 of Units (the "Maximum Offering") at a purchase price per Unit of $1.50. $0.90. The Securities may be sold at one or more closings of the Offering (each a "Closing", and, collectively, the "Closings"), at any time during the Offering Period (defined hereafter). The minimum investment amount that may be purchased by an Investor is 6,666 11,111 Units at a purchase price of $10,000 (the "Investor Minimum Investment"). The subscription for the Securities will be made in accordance with and subject to the terms and conditions of this Subscription Agreement, the Memorandum and the Transaction Documents (as defined below). The Securities will be offered through April September 30, 2019 2018 commencing on the date of the Memorandum (the "Initial Offering Period"), which period may be extended by the Company and the Placement Agent in their sole discretion, without further notice to prospective investors by the Company to a date not later than June November 30, 2019 2018 (the "Final Termination Date"), with this additional period, together with the Initial Offering Period, being referred to herein as the "Offering Period". In the event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company or Placement Agent), (ii) a Closing does not occur prior to the expiration of the Initial Offering Period or, if extended, prior to the Final Termination Date or (iii) the Offering is otherwise terminated by the Company, then the Escrow Agent (as defined below) will refund all subscription funds held in the Escrow Account (as defined below) to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company or the Placement Agent) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will be returned without interest, penalty, expense or deduction. 3 The terms of the Offering are more completely described in the Memorandum and such terms are incorporated herein in their entirety. Certain capitalized terms used, but not otherwise defined herein, will have the respective meanings provided in the Memorandum. View More