Subscription Contract Clauses (1,241)

Subscription. 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. 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 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 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. 2.2 The Investor (i) is, if a natural person, at least twenty-one (21) years of age, and (ii) is a bona fide permanent resident of and is domiciled in the state shown in the address line of Investor's signature page to this Agreement, and has no present intention of becoming a resident of any other state or jurisdiction. 2.3 The Investor has received if requested or has access to and has reviewed the Company's reports and filings required to be filed by the Company with the U.S. Securities and... Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 (the "Exchange Act"), including, without limitation the Company's Form 10-K filed March 14, 2018, Form 10-K/A filed May 9, 2018, Form 10-Q filed November 7, 2018, and Forms 8-K filed November 7, 2018, November 13, 2018, December 3, 2018, December 6, 2018, January 2, 2019, and February 5, 2019. 2.5 The Investor is acquiring the Securities for his own account, for investment purposes only, and not with a view toward the resale, resyndication, distribution, subdivision or fractionalization thereof, and has no present intention of selling or transferring or otherwise distributing the same. 2.6 The Investor is aware that all documents, records and books pertaining to this investment are available at the offices of the Company at 100 Commerce Drive, Loveland, Ohio 45140, and acknowledges that all documents, records and books pertaining to this investment requested by the Investor have been made available to the Investor and the persons the Investor has retained, if any, to advise him with respect to this investment, and the Investor and such persons have been supplied with such additional information concerning this investment as has been requested. 2.7 The Investor has been given the opportunity to discuss his investment in, and the operation of, the Company with the Company's management and has been given all information that the Investor has requested and which the Investor deems relevant to his decision to invest in the Company. 2.8 The Investor agrees that the Securities (including any interest therein) will not be sold or otherwise disposed of by the Investor unless either (i) the sale or other disposition will be pursuant to a registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and any applicable securities laws of any state or other jurisdiction; or (ii) the Investor shall have notified the Company in writing of any desire on the part of the Investor to sell or dispose of all or part of the such Securities and of the manner and terms of the proposed transaction, and the Company shall have been advised in writing by counsel acceptable to it that no registration of such Securities under the 1933 Act, or the rules and regulations then in effect thereunder, or any applicable state securities laws, is required in connection with the proposed sale or other disposition. 2.10 The Investor understands that no federal or state agency has passed on or made any recommendation or endorsement of the Securities and that the Company is relying on the truth and accuracy of the representations, warranties and agreements made by him in offering the Securities for sale to him without having first registered the same under the 1933 Act. 2.11 The Investor acknowledges that there have been no representations, guarantees or warranties made to him by the Company, its officers, directors, controlling persons, agents or employees or any other person, expressly or by implication, with respect to the amount of or type of consideration, profit or loss (including tax benefits) to be realized, if any, as a result of his investment. 2.12 Investor acknowledges and understands that the Company possesses material non-public information not known to Investor that may affect the value of the Securities (the "Information"), that the Company is unable to disclose to Investor. 2.13 Investor agrees that the Company and its affiliates, principals, stockholders, partners, employees and agents shall have no liability to Investor, whatsoever due to or in connection with Company's use or non-disclosure of the Information or otherwise as a result of the transaction contemplated hereby, and Investor hereby irrevocably waives any claim that he might have based on the failure of the Company to disclose the Information. 2.14 Investor has all requisite authority (and in the case of an individual, the capacity) to purchase the Securities, enter into this Agreement and to perform all the obligations required to be performed by Investor hereunder, and such purchase will not contravene any law, rule or regulation binding on Investor or any investment guideline or restriction applicable to Investor. View More

Subscription. The Subscriber hereby subscribes for ____________ Shares (hereinafter "Shares") of the Company's Common Stock, at a price of $1.00 per Share, and herewith tenders to the Company by certified bank funds for the subscription in the amount of US$________________, which the Subscriber tenders herewith as payment for the Shares. This offering will terminate 180 days from the effective date of the Prospectus (as such term is defined below), although we may close the offering on any date prior if the... offering is fully subscribed. As there is no minimum amount of proceeds to be raised, the funds will be deposited in the Company's operating account and used set forth in the Use of Proceeds section of this prospectus. If the Company does not sell all 19,081,038 Shares within 180 days from the date of the Prospectus, the offering for the balance of the Shares will terminate and we will sell no further shares pursuant to the offering. This Subscription Agreement (hereinafter "Subscription") is an offer by the Subscriber to subscribe for the securities offered by the Company, and, subject to the terms hereof, shall become a contract for the sale of said securities upon acceptance thereof by the Company. View More

Subscription. In consideration of and in reliance on the representations, warranties, covenants and agreements of the Company in this Agreement, subject to the sale of Units in the Offering, the Buyer hereby agrees to purchase 5,800,000 Units at a purchase price of US$0.817 per Unit (the "Offering Price"). The form of Warrant that will be issued to the Buyer is attached hereto as Exhibit A.

Subscription. In consideration of and in reliance on the representations, warranties, covenants and agreements of the Company in this Agreement, subject to the sale of Units in the Offering, the Buyer hereby agrees to purchase 5,800,000 Units at a purchase price of US$0.817 per Unit (the "Offering Price"). The form of Warrant that will be issued to the Buyer is attached hereto as Exhibit A.

Subscription. Each undersigned Subscriber hereby subscribes to purchase the number of shares of Common Stock equal to the Investment Amount set forth on its respective signature page attached hereto divided by the Per Share Price, subject to the terms and conditions of this Agreement and based on the representations, warranties, covenants and agreements contained herein. The Company may accept subscriptions and deposit funds in its corporate account in one or several closings (each a "Closing") that will... occur on or before August 31, 2017. No minimum amount must be raised for the Company to have a Closing and Subscriber funds will be deposited directly into the Company's operating bank account as no escrow account is being used for this Offering. View More

Subscription. Each undersigned Subscriber hereby subscribes to purchase the number of shares of Common Stock equal to the Investment Amount set forth on its respective signature page attached hereto divided by the Per Share Price, subject to the terms and conditions of this Agreement and based on the representations, warranties, covenants and agreements contained herein. The Company may accept subscriptions and deposit funds in its corporate account in one or several closings (each a "Closing") that will... occur on or before August 31, 2017. No minimum amount must be raised for the Company to have a Closing and Subscriber funds will be deposited directly into the Company's operating bank account as no escrow account is being used for this Offering. View More

Subscription. On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned (the "Subscriber") hereby irrevocably agrees to convert the entire amount of principal and accrued interest due held by Subscriber in the aggregate amount of $198,653.74, and as more specifically described in Exhibit 1 hereto (the "Debt") into shares of Class B Convertible Preferred Stock of the Company (such subscription and agreement to convert being the... "Subscription"), for an aggregate of 1,000,000 shares of Class B Convertible Preferred Stock of the Company (the "Shares"). The features of the Class B Convertible Preferred Stock are contained in the Certificate of Designation for the creation of the Class B Convertible Stock, which has been delivered to, and approved by, Subscriber. 1.2. On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company hereby irrevocably agrees to issue the Shares to the Subscriber in exchange for and upon the conversion of the Debt. The Subscriber hereby agrees that upon delivery of the Shares by the Company in accordance with the provisions of this Subscription Agreement, all amounts outstanding under the Debt, including unpaid principal and any accrued interest will be fully satisfied and extinguished, and the Subscriber will remise, release and forever discharge the Company and its respective directors, officers, employees, successors, solicitors, agents and assigns from any and all obligations relating to the Debt and any prior or related obligation or agreement. Subscriber agrees to indemnify and hold harmless the Company for any loss, liability, claim, damage, or expense arising from or in connection with any claim relating to or arising out of any portion of the Debt. 1.3. Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America. View More

Subscription. On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned (the "Subscriber") hereby irrevocably agrees to convert the entire amount of principal and accrued interest due held by Subscriber in the aggregate amount of $198,653.74, and as more specifically described in Exhibit 1 hereto (the "Debt") into shares of Class B Convertible Preferred Stock of the Company (such subscription and agreement to convert being the... "Subscription"), for an aggregate of 1,000,000 shares of Class B Convertible Preferred Stock of the Company (the "Shares"). The features of the Class B Convertible Preferred Stock are contained in the Certificate of Designation for the creation of the Class B Convertible Stock, which has been delivered to, and approved by, Subscriber. 1.2. On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company hereby irrevocably agrees to issue the Shares to the Subscriber in exchange for and upon the conversion of the Debt. The Subscriber hereby agrees that upon delivery of the Shares by the Company in accordance with the provisions of this Subscription Agreement, all amounts outstanding under the Debt, including unpaid principal and any accrued interest will be fully satisfied and extinguished, and the Subscriber will remise, release and forever discharge the Company and its respective directors, officers, employees, successors, solicitors, agents and assigns from any and all obligations relating to the Debt and any prior or related obligation or agreement. Subscriber agrees to indemnify and hold harmless the Company for any loss, liability, claim, damage, or expense arising from or in connection with any claim relating to or arising out of any portion of the Debt. 1.3. Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America. View More