Subscription Contract Clauses (1,217)

Subscription. (a) Subject to the terms and conditions set forth herein and in the Company Operating Agreement, Subscriber, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase the Interest(s) in the amount specified on the signature page of this Subscription Agreement and agrees to become a party to the Company Operating Agreement. Subscriber tenders herewith a certified or bank cashier check, payable to the order of the Company or has or will initiate a wire in accordance... with previously delivered wire instructions provided by the Company. In the event that the investment offering is terminated or if this subscription for any reason is rejected, the full subscription price will be promptly refunded without deduction, and this Subscription Agreement shall be null and void. (b) Subject to the terms and conditions set forth herein and in the Company Operating Agreement, upon entry into this Subscription Agreement and receipt by the Company of the subscription price as set forth in Section 1(a), Subscriber shall receive, in addition to the Interest(s) in the amount specified on the signature page of this Subscription Agreement, the following: (i) intentionally deleted; and (ii) a distribution by the Company of 150,000 shares of Comstock's Class A common stock. (c) The Company hereby acknowledges and agrees that it will distribute the shares of Comstock's Class A common stock to its members, as applicable, in accordance with the terms of the Company Operating Agreement promptly following the acquisition of such shares. View More

Subscription. (a) The Investor agrees to buy, and the Company agrees to sell and issue to the Investor, up to an aggregate of $1,000,000 $2,000,000 of Securities, with the Investor purchasing the Securities in the amount equal to the Investor's subscription amount at the price per share as set forth on the signature page hereto executed by the Investor (the "Subscription Amount"). (b) The Securities have been registered on the Registration Statement. The Registration Statement has been declared effective by... the Securities and Exchange Commission (the "SEC") and is effective on the date hereof. A final prospectus supplement is attached hereto as Exhibit A and will be delivered to the Investor as required by law. (c) The completion of the purchase and sale of the Securities (the "Closing") shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., located at 666 Third Avenue, New York, New York 10017, or at such other location(s) or remotely by facsimile transmission or other electronic means as the parties may mutually agree, on April 8, May 1, 2019, or such other date as agreed between the Company and the Investor. At the Closing, (i) the Investor shall pay the Subscription Amount by wire transfer of immediately available funds to the Company to such bank account or accounts as shall be designated by the Company, (ii) the Company shall cause the Securities to be delivered to the Investor and shall provide the Investor with a certificate signed by a duly authorized officer confirming: (a) that the representations and warranties of the Company set forth in Section 2 are true and correct as of the Closing and (b) the absence of any material adverse change in the Company, its business, or prospects since the date of this Subscription and Agreement, (iii) the Company shall deliver such certificates and opinions of counsel as are customary for registered direct transactions as may be reasonably requested by the Investor. Investor and (iv) the Company will have entered into that Third Amendment to the Credit Agreement by and between the Company, Wilmington Trust and Marathon Asset Management LP. View More

Subscription. (a) The Investor agrees Investors, severally and not jointly, agree to buy, and the Company agrees to sell and issue to the Investor, Investors, up to an aggregate of $1,000,000 $22,800,000 of Securities, with the each Investor purchasing the Securities in the amount equal to the such Investor's subscription amount at the price per share as set forth on the signature page hereto executed by the such Investor (the "Subscription Amount"). (b) The Securities have been registered on the... Registration Statement. The Registration Statement has been declared effective by the Securities and Exchange Commission (the "SEC") and is effective on the date hereof. A final prospectus supplement is attached hereto as Exhibit A and will be delivered to the each Investor as required by law. (c) The completion of the purchase and sale of the Securities (the "Closing") shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky Haynes and Popeo, P.C., Boone, LLP, located at 666 Third Avenue, 30 Rockefeller Plaza, New York, New York 10017, 10112, or at such other location(s) or remotely by facsimile transmission or other electronic means as the parties may mutually agree, on April 8, 2019, October 30, 2017, or such other date as agreed between the Company and the Investor. Investors. At the Closing, (i) the each Investor shall pay the Subscription Amount by wire transfer of immediately available funds to the Company to such bank account or accounts as shall be designated by the Company, and (ii) the Company shall cause the Securities to be delivered to the each Investor and shall provide the Investor Investors with a certificate signed by a duly authorized officer confirming: (a) that the representations and warranties of the Company set forth in Section 2 are true and correct as of the Closing Closing, (b) that the Company has completed, following the date hereof and (b) inclusive of the Subscription Amount, financings for an aggregate amount of $55,000,000, (c) the absence of any material adverse change in the Company, its business, or prospects since the date of this Subscription and (iii) (d) the Company shall deliver such certificates and opinions of counsel Company's Board has appointed the Investors' representative to the Board as are customary for registered direct transactions as may be reasonably requested by the Investor. set forth in Section 5 below. View More

Subscription. (a) Investor agrees The Investors agree to buy and the Company agrees to sell and issue to Investor the Investors (i) such number of shares (the "Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock"), and (ii) warrants to purchase such number of shares of Common Stock (the "Warrants," and together with the Shares, the "Securities") as set forth on the signature page hereto, for an aggregate purchase price (the "Purchase Price") equal to the product of (x) the... aggregate number of Shares the Investor has Investors have agreed to purchase and (y) the purchase price per Share set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the "Other Investors") and expects to complete sales of the Securities to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "Investors," and this Subscription and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the "Subscriptions". (b) The Securities Shares have been registered on a Registration Statement on Form S-3, Registration No. 333-187659 333-196880 (the "Registration Statement"). The Registration Statement has been declared effective by the Securities and Exchange Commission and is effective on the date hereof. A final prospectus supplement will be delivered to the Investor Investors as required by law. (c) Payment of the Purchase Price for, and delivery by the Company of, the Securities Shares shall take place at a closing (the "Closing"), which shall occur no later than three (3) one (1) trading days day after the date of this Subscription, subject to the satisfaction or waiver of all the conditions to the Closing (the "Company Closing Conditions") set forth in the Placement Agency Agreement (the "Placement Agreement") dated November 12, 2014 December 17, 2015 by and among the Company and the placement agent named therein (the "Placement Agent"). (d) At or prior to the Closing, the Investor Investors shall remit by wire transfer the amount of funds equal to the Purchase Price to the following account designated by the Company: Account Name: Lightbridge Corporation Uranium Resources, Inc. Account Number: 664694284 3932368115 Bank Name: HSBC BANK USA, Wells Fargo Bank, N.A. Bank Address: 9201 Third Ave, Brooklyn, NY 11209 420 Montgomery, San Francisco, CA 94104 ABA or Routing Number: 021001088 121000248 Swift Code: MRMDUS33 Contact: Sophia Sudeall Tel: 718 238 9329 Such funds shall be remitted to the Company prior to 10:00 a.m., New York City time, on the date of Closing. Investor WFBIUS6S The Investors shall also furnish to the Placement Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). At the Closing, upon receipt of the Purchase Price, the Company shall cause the Securities Shares to be delivered to the Investor, Investors, with the delivery of the Shares to be made through the facilities of The Depository Trust Company's DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading "DWAC Instructions" and the delivery of the Warrants to be made by mail to the Investor at the address set forth on the signature page attached hereto immediately under the Investor's signature block. Instructions". View More

Subscription. (a) Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of shares (the "Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock"), and (ii) warrants to purchase such number of shares of Common Stock (the "Warrants," and together with the Shares, the "Securities") as set forth on the signature page hereto, for an aggregate purchase price (the "Purchase Price") equal to the product of (x) the aggregate number of Shares the... Investor has agreed to purchase and (y) the purchase price per Share set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the "Other Investors") and expects to complete sales of the Securities to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "Investors," and this Subscription and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the "Subscriptions". (b) The Securities have been registered on a Registration Statement on Form S-3, Registration No. 333-187659 (the "Registration Statement"). The Registration Statement has been declared effective by the Securities and Exchange Commission and is effective on the date hereof. A final prospectus supplement will be delivered to the Investor as required by law. (c) Payment of the Purchase Price for, and delivery by the Company of, the Securities shall take place at a closing (the "Closing"), which shall occur no later than three (3) trading days after the date of this Subscription, subject to the satisfaction or waiver of all the conditions to the Closing (the "Company Closing Conditions") set forth in the Placement Agency Agreement (the "Placement Agreement") dated November 12, 2014 October 21, 2013 by and among the Company and the placement agent named therein (the "Placement Agent"). (d) At or prior to the Closing, the Investor shall remit by wire transfer the amount of funds equal to the Purchase Price to following account designated by the Company: Company and the Placement Agent pursuant to the terms of that certain Escrow Agreement (the "Escrow Agreement") dated as of October 21, 2013, by and among the Company, the Placement Agent and Collateral Agents, LLC (the "Escrow Agent"): Account Name: Lightbridge Corporation Account Number: 664694284 Bank Name: HSBC BANK USA, N.A. Bank Address: 9201 Third Ave, Brooklyn, NY 11209 ABA or Routing Number: 021001088 Swift Code: MRMDUS33 Contact: Sophia Sudeall Tel: 718 238 9329 Such funds shall be remitted held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company prior upon the satisfaction of the Company Closing Conditions. The Placement Agent shall have no rights in or to 10:00 a.m., New York City time, on any of the date escrowed funds, unless the Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of Closing. the escrowed funds shall be applied to the Placement Fee. Investor shall also furnish to the Placement Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). At the Closing, upon receipt of the Purchase Price, the Company shall cause the Securities to be delivered to the Investor, with the delivery of the Shares to be made through the facilities of The Depository Trust Company's DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading "DWAC Instructions" and the delivery of the Warrants to be made by mail to the Investor at the address set forth on the signature page attached hereto immediately under the Investor's signature block. View More

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of shares (the "Shares") of the Company's common stock, $0.001 stock (the "Shares"), par value $0.001 per share (the "Common Stock"), share, as set forth on the signature page hereto, for an aggregate purchase price (the "Purchase Price") equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share Share as set forth on the signature page... hereto. The Shares are being registered for sale offered pursuant to a Registration Statement registration statement on Form S-1, Registration File No. 333-212396 333-248495 (the "Registration Statement"). The Registration Statement will have been be declared effective by the Securities and Exchange Commission (the "Commission") prior to issuance of any Shares and acceptance of any Investor's subscription. The prospectus, prospectus (the "Prospectus"), which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares of the Company's common stock are being offered by Monarch Bay Securities, LLC the Company in the amount of up to $48,000,000. The offering will terminate at the earlier of (i) the date at which $48,000,000 of our Shares have been sold; (ii) the date on which this offering is terminated by the Company in its sole discretion; or (iii) one hundred and Network 1 Financial Securities, Inc. (the "Underwriters") as underwriters on a "best efforts" basis. eighty (180) days from the effectiveness of the Registration Statement. The completion of the purchase and sale of the Shares (the "Closing") shall take place at a place and time (the "Closing Date") to be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Company. Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, Commission and acceptance of the completed subscription agreement by the Company, at the each Closing (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company's escrow bank account (the "Offering Deposit Account") per wire instructions as provided on the signature line below shall be released to the Company, below, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company's DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading "DWAC Delivery Instructions," or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company's DWAC system, through the book-entry delivery of Shares on the books and records of the transfer agent. agent in accordance with the instructions set forth on the signature page attached hereto under the heading "DRS Electronic Book Entry Delivery Instructions." If delivery of the Shares is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof). Each hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be rounded down to the nearest whole share. By payment for the Shares, the Investor acknowledges receipt of the Underwriters Registration Statement and any participating broker dealers (the "Members") shall confirm, via the Underwriting Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority (collectively, the "Rule"), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor's bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be "promptly transmitted" to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with amendment, the terms of which govern the escrow agreement and applicable law. investment in the Shares. View More

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of shares (the "Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock"), Shares"), as set forth on the signature page hereto, for an aggregate purchase price (the "Purchase Price") equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the "Purchase Price") as set forth on the signature page hereto.... The Purchase Price is set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form S-1, Registration No. 333-212396 333-202803 (the "Registration Statement"). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the "Commission") prior to issuance of any Shares and acceptance of any Investor's Investors subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Common Shares are being offered by Monarch Bay Securities, Bonwick Capital Partners LLC and Network 1 Financial Securities, Inc. (the "Underwriters") as underwriters on a "best efforts" efforts, minimum/maximum" basis. The completion of the purchase and sale of the Shares (the "Closing") shall take place at a place and time (the "Closing Date") to be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Underwriting Agreement and Registration Statement when it is declared effective by the Commission, Statement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement check or by wire transfer of immediately available funds to the Company's escrow account per wire instructions as provided on the signature line below shall be released to the Company, below, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) with the delivery of the Shares to be made through the facilities of The Depository Trust Company's DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading "DWAC Instructions," or (B) Instructions" (or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery hereto, through the facilities of The Depository Trust Company's DWAC system, through the book-entry physical delivery of certificates evidencing the Shares on the books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the residential or business address indicated on the Signature Page hereof). Each of the thereon). The Underwriters and any participating broker dealers (the "Members") shall confirm, via the Underwriting Agreement, selected dealer agreement or master selected dealer agreement, as applicable, agreement that it will comply with Rule 15c2-4 under the Exchange Act. rule 15c2-4. As per Rule rule 15c2-4 and Notice notice to Members members 84-7 issued by the Financial Industry Regulatory Authority (collectively, the (the "Rule"), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard regards to monies being wired from an investor's bank account, the Members shall request the investors to send their wires by the next business day immediately following day, however, we cannot insure the receipt of a completed subscription document. investors will forward their respective monies as per the Rule. In regards to monies being sent from an investors investor's account held at the participating broker, the funds will be "promptly transmitted" to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that funds are sent in and the offering does not close for any reason prior to the termination date Termination Date set forth in the final Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement terms and applicable law. View More

Subscription. The undersigned (the "Purchaser") will purchase from Orbital Tracking Corp. (the "Company") the number of shares of Series H J Preferred Stock of the Company (the "Shares") as set forth on the signature page to this Subscription Agreement, at a purchase price of $4.00 $10.00 per share (the "Purchase Price"). The shares of Common Stock underlying the Preferred Stock may hereinafter be referred to as the "Conversion Shares"). The Preferred Stock shall have the rights and preferences as set forth... in the Certificate of Designation of Preferences, Rights and Limitations (the "COD") attached as Exhibit A hereto. Please note that, as a result of the Company's recent reverse split, the Conversion Price for the Shares has been automatically adjusted to $1.50 per share of common stock, or approximately 6.67 shares of common stock for each share of Series J Preferred Stock. The Subscription Agreement and the COD are collectively referred to as the "Transaction Documents. The Shares are being offered (the "Offering") by the Company pursuant to this Subscription Agreement. The Shares are being were initially offered on subject to a "reasonable efforts all or none", basis with respect minimum offering amount of $500,000, which has been met. The initial offering raised $546,694 of the maximum $1,250,000, making the maximum remaining for this offering to be $703,306. The Offering is ongoing and the minimum of $300,000 (the "Minimum Offering Amount"). The Shares are being offered on a "reasonable efforts" basis with respect Company is continuing to accept additional subscriptions up to $800,000 a final total of Shares $1,250,000 (the "Maximum Offering Amount"). Any purchase Upon acceptance of Shares additional subscriptions by the Company's officers, directors, or employees Company, all funds paid shall be included, and counted towards, the Minimum and Maximum Offering Amounts. The Initial Closing (as defined herein) of this Offering shall be subject immediately available to subscriptions being received from qualified investors and accepted by the Company for the Minimum Offering Amount. Upon acceptance by the Company after the date hereof of such subscriptions, the Company shall have the right at any time thereafter, prior to the Termination Date (as defined below), to effect an initial closing with respect to this Offering (the "Initial Closing"). Thereafter, the its use. The Company shall continue to accept, and continue to have closings (together with the Initial Closing, each (each a "Closing") for, additional subscriptions for Securities from investors from time to time up to Maximum Offering Amount. The Shares will be continue to be offered for a period (the "Initial "Continuing Offering Period") commencing on the date of this Subscription Agreement and continue continuing until the earliest of (i) October 18, 2016 (the "Maximum Offering Deadline"), (ii) the date upon which subscriptions for the Maximum Offering offered hereunder have been accepted, or (iii) (ii) the date upon which the Company elects to terminate the Offering (the "Termination Date"), subject to the right of the Company to extend the Offering until as late as November 18, 2016 June 10, 2018 (the "Final Termination Date"), without further notice to or consent by investors, if the Maximum Offering Amount has not been subscribed by the Offering Deadline. investors.. This additional period, together with the Initial Offering Period, period shall be referred to herein as the "Offering Period." The minimum investment amount that may be purchased by an investor is $25,000 (the "Investor Minimum Investment"); provided however, the Company, in its discretion, may accept an investor subscription for an amount less than the Investor Minimum Investment. The subscription for the Shares will be made in accordance with and subject to the terms and conditions of this Subscription Agreement. -1- In the event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company), (ii) no Shares are subscribed for prior to October 18, 2016 or, if extended, prior to November 18, 2016, June 10, 2018, or (iii) the Offering is otherwise terminated by the Company prior to the expiration of the Initial Continuing Offering Period or, if extended, prior to the Final Termination Date, then the Company will refund all subscription funds held by it to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will be returned without interest, penalty, expense or deduction. View More

Subscription. 1.1 1.1. The Subscriber hereby subscribes for and agrees to accept from the Company that number of Shares set forth on the Signature Page attached to this Subscription Agreement (the "Agreement"), in consideration of $1.00 $________ per share. This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Subscription Agreement (the "Agreement"). The Subscriber acknowledges that the Company reserves the right, in its sole and absolute... discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing. 1.2 1.2. The closing of the Subscription of Shares hereunder (the "Closing") shall occur immediately upon: (i) receipt and acceptance by the Company of a properly executed Signature Page to this Agreement; and (ii) receipt of all funds for the subscription of shares hereunder. View More

Subscription. 1.1 The Subscriber hereby subscribes for and agrees to accept from the Company that number of Shares set forth on the Signature Page attached to in Section 10 of this Subscription Agreement (the "Agreement"), in consideration of $1.00 $8.00 per share. This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Subscription Agreement (the "Agreement"). Agreement. The Subscriber acknowledges that the Company reserves the right, in its sole and... absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing. 1.2 The closing of the Subscription of Shares hereunder (the "Closing") shall occur immediately upon: (i) receipt and acceptance by the Company of a properly completed and executed Signature Page to this Agreement; and (ii) receipt of all funds for the subscription of shares hereunder. hereunder; and (iii) receipt by the Company of a minimum number of subscriptions as determined by the Company in its sole discretion. View More

Subscription. The Subscriber Investor hereby irrevocably subscribes for and agrees to purchase from the Company such number of Common Shares as is set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein. The Subscriber Investor understands and agrees that the Company reserves the right to accept or reject the Subscriber's Investor's subscription for the Common Shares for any reason or for no reason, in whole or in part, at any time prior... to its acceptance by the Company, and the same shall be deemed to be accepted by the Company only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the Company; the Company may do so in counterpart form. Notwithstanding the foregoing or anything to the contrary in Section 7 8 below, in the event that (i) the Company does not accept the subscription or (ii) the Closing Date (as defined below) shall not have occurred by April 18, 2022, October 10, 2020, this Subscription Agreement shall be void and of no further effect and any monies paid by the Subscriber Investor to the Company in connection herewith shall immediately be returned to the Subscriber. Investor. The Subscriber Investor understands that the subscribed Common Shares that will be issued pursuant to this Subscription Agreement will be ordinary shares of the Company, which will be converted to a Dutch Netherlands public limited liability company (naamloze vennootschap) at or prior to Closing (as defined below). View More

Subscription. The Subject to the terms and conditions hereof, the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to Subscriber, such number of Common Shares as is set forth on the signature page of this Subscription Agreement at the Share Purchase Price on the terms and subject to the conditions provided for herein. The Subscriber understands and agrees that the Company reserves the right to accept or reject the Subscriber's... subscription for the Common Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance by the Company, and the same shall be deemed to be accepted by the Company only when this Subscription Agreement is signed by a duly authorized person on behalf of the Company; the Company may do so in counterpart form. Notwithstanding the foregoing or anything to the contrary in Section 7 below, in the event that (i) the Company does not accept the subscription or (ii) the Closing Date shall not have occurred by April 18, 2022, this Subscription Agreement shall be terminated and deemed void and of no further effect effect, and any monies paid by the Subscriber to the Company in connection herewith shall immediately be returned to the Subscriber. The Subscriber understands that the subscribed Common Shares that will be issued pursuant to this Subscription Agreement will be ordinary shares of the Company, which will be converted to as a Dutch public limited liability company (naamloze vennootschap) at or prior to Closing (as defined below). following the Company Conversion. View More

Subscription. (a) Investor agrees to buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of shares (the "Shares") of Common Stock, free of restrictive legend and stop transfer orders, Stock as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto (the "Purchase Price"). (b) The Shares have been registered pursuant to a Registration Statement on Form S-3, Registration No. 333-248709, 333-220549, which registration statement (the "Registration Statement") was has been declared effective by the Securities and Exchange Commission on September 17, 2020, and is effective on the date hereof. A final prospectus supplement (the "Prospectus Supplement") will be delivered as required by law. (c) The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Common Stock, in whole or in part for any reason and at any time prior to the Closing (as defined below) thereon, notwithstanding prior receipt by the Investor of notice of acceptance of the Investor's subscription. In the event the Investor's subscription is rejected, the Investor's payment will be returned promptly to the Investor without interest or deduction and this Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company and the Closing with respect to the Investor's subscription has occurred. (d) Provided that the full Purchase Price has and a completed and executed copy of this Subscription have been delivered to the Company tendered and the Company has filed the Prospectus Supplement to the Registration Statement pursuant to Rule 424(b) not returned in accordance with respect to the offer and sale of the Shares, Section 2 hereof, the closing of Investor's purchase of the Shares pursuant to this Subscription (the "Closing") shall occur on or prior to April __, 2019, which date may be extended by up to five business days by the second business day after Company without notice to the date of this Subscription (the date of the Closing, Investor (such date, as may be extended, the "Closing Date"); provided that the Closing Date shall occur on or prior to the third business day after the date of this Subscription if this Subscription is executed after 4:30 p.m. Eastern time. Upon the Closing, Date"). Promptly thereafter, the Company shall cause the Shares to be delivered to the Investor, which delivery shall be made by delivery of physical certificates to Investor, or if so designated, through the facilities of The Depository Trust Company's DWAC system in accordance with the instructions set forth on the Investor's signature page attached hereto under the heading "DWAC Instructions" Instructions." 2. Investor Delivery of Documents and Payment. The Investor hereby tenders to the Company (i) the full Purchase Price by check or wire transfer and (ii) one completed and manually executed copy of this Subscription. In the event that the Closing is not consummated on or prior to the Closing Date, unless otherwise provided agreed to by Investor in writing by writing, the Investor. Purchase Price shall be returned to the Investor, without interest or deduction. View More

Subscription. (a) Investor agrees to buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of 347,000 shares (the "Shares") of Common Stock, Stock (the "Shares"), free of restrictive legend legends and stop transfer orders, as are set forth on the signature page hereto, for the aggregate purchase price set forth on Purchase Price (as defined in this Subscription). The "Purchase Price" shall mean $1.30 per share. Once the signature page hereto (the... "Purchase Price"). Purchase Price has been tendered to the Company, the Company shall issue the Shares to the Investor's brokerage account (through the facilities of the Depository Trust Company's DWAC system in accordance with the instructions provided by the Investor). (b) The Shares have been registered pursuant to a Registration Statement on Form S-3, S- 3, Registration No. 333-248709, 333-218501, which registration statement (the "Registration Statement") was originally declared effective by the Securities and Exchange Commission on September 17, 2020, June 14, 2017, and is effective on the date hereof. A final prospectus supplement (the "Prospectus Supplement") will be delivered as required by law. (c) The Company may accept this Subscription at any time as provided in this Subscription for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Common Stock, in whole or in part for any reason and at any time prior providing such executed copy to the Closing (as defined below) thereon, notwithstanding prior receipt by the Investor of notice of acceptance of the Investor's subscription. In the event the Investor's subscription is rejected, the Investor's payment will be returned promptly to the Investor without interest or deduction and this Subscription will have no force or effect. Investor. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this the Subscription has been executed by the Investor and countersigned by the Company and the Closing with respect to the Investor's subscription has occurred. (d) Provided The closing of the transaction contemplated by this Subscription (the "Closing") shall occur once the full Purchase Price has been delivered to tendered, a completed and fully executed copy of this Subscription has been tendered, the Shares are reflected in the Investor's brokerage account (through the facilities of the Depository Trust Company's DWAC system in accordance with the instructions provided by the Investor), the Company and the Company has shall have filed the Prospectus Supplement final prospectus supplement to the Registration Statement pursuant to Rule 424(b) with respect to the offer Shares (the "Prospectus Supplement"), and sale of the Shares, the closing of Investor's purchase of the Shares pursuant to all other conditions in this Subscription (the "Closing") shall have been satisfied. If the Closing does not occur on or prior to the second business day after the date of February 26, 2020 (the "Closing Date"), then this Subscription (the date shall be null and void and of no further force or effect at the option of the Closing, the "Closing Date"); provided Investor. (e) The Company shall pay any and all transfer, stamp or similar taxes that the Closing Date shall occur on or prior may be payable with respect to the third business day after the date issuance and delivery of this Subscription if this Subscription is executed after 4:30 p.m. Eastern time. Upon the Closing, the Company shall cause any shares of the Shares to be delivered to the Investor, which delivery shall be Investor made through the facilities of The Depository Trust Company's DWAC system in accordance with the instructions set forth on the Investor's signature page attached hereto under the heading "DWAC Instructions" or otherwise provided in writing by the Investor. this Subscription. View More

Subscription. Subject to the terms and conditions hereof, hereof and the provisions of the Offering Documents, the undersigned hereby irrevocably subscribes for the Securities Units set forth in Appendix A hereto for the aggregate purchase price set forth in Appendix A, which is payable as described in Section 4 hereof. The undersigned acknowledges that the Securities will be subject to restrictions on transfer as set forth in this subscription agreement (the "Subscription Agreement").

Subscription. Subject to the terms and conditions hereof, the undersigned Investor hereby irrevocably subscribes for the Securities set forth in Appendix A hereto for the aggregate purchase price set forth in Appendix A, which is payable as described in Section 4 2 hereof. The undersigned Investor acknowledges that the Securities will be subject to restrictions on transfer as set forth in this subscription agreement (the "Subscription Agreement"). Agreement.

Subscription. Subscriber hereby subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to Subscriber, such number of shares of Common Stock as is set forth on the signature page of this Subscription Agreement (the "Shares") Shares at the Purchase Price per Share and on the terms provided for herein.

Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), the Subscriber hereby subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue and sell to the Subscriber, such number of shares of Common Stock as is set forth on the signature page of this Subscription Agreement (the "Shares") at the Purchase Price per Share and on the terms provided for herein.