Grouped Into 10 Collections of Similar Clauses From Business Contracts
This page contains The Offering clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the "Purchase Price") set forth in Schedule B here to the aggregate principal amount of F...irm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the "Additional Closing Date" and such time of such date, the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.View More
The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the "Purchase Price") set forth in Schedule B here to hereto the aggregate princip...al amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes Shares to be purchased by each of them, all or a portion of the Additional Notes, Option Shares, for the sole purpose of covering overallotments made in the offering of the Firm Shares, at the same Purchase Price to be paid by the Underwriters for the Firm Notes Shares (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes Option Shares as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes Option Shares are to be delivered (such date, the "Additional Closing Date" and such time of such date, the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes Option Shares to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes Option Shares being purchased as the number of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, Shares, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. View More
The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the "Purchase Price") set forth in Schedule B here to hereto the aggregate princip...al amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes Shares to be purchased by each of them, all or a portion of the Additional Notes, Option Shares, at the same Purchase Price to be paid by the Underwriters for the Firm Notes Shares (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes Option Shares as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes Option Shares are to be delivered (such date, the "Additional Closing Date" and such time of such date, the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes Option Shares to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes Option Shares being purchased as the number of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, Shares, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. View More
The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the "Purchase Price") set forth in Schedule B here to hereto the aggregate princip...al amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes Shares to be purchased by each of them, all or a portion of the Additional Notes, Option Shares, at the same Purchase Price to be paid by the Underwriters for the Firm Notes Shares (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes Option Shares as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes Option Shares are to be delivered (such date, the "Additional Closing Date" and such time of such date, the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes Option Shares to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes Option Shares being purchased as the number of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, Shares, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. View More
The Offering. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement and the Confidential Private Placement Memorandum of the Company dated December 1, 2016, as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto (the "Memorandum"), relating to the offering (the "Offering") by the Company of a minimum of 4,000,000 Units ($20,000,000) ("Minimum Offering Amount"), and up to a maxim...um of 5,000,000 Units ($25,000,000) ("Maximum Offering Amount"). In the event the Maximum Offering Amount is sold, the Placement Agent (as defined below) and the Company shall have the right to sell up to an additional 1,000,000 Units ($5,000,000) to cover over-allotments. Aegis Capital Corp. has been engaged as exclusive placement agent in connection with the Offering ("Aegis" or the "Placement Agent"). The terms of the Offering are more completely described in the Memorandum and such terms are incorporated herein in their entirety.View More
The Offering. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement and the Confidential Private Placement Memorandum of the Company dated December 1, January 11, 2016, as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto (the "Memorandum"), relating to the offering (the "Offering") by the Company of a minimum of 4,000,000 600,000 Units ($20,000,000) ($3,000,000) ("Minimum Off...ering Amount"), and up to a maximum of 5,000,000 1,500,000 Units ($25,000,000) ($7,500,000) ("Maximum Offering Amount"). In the event the Maximum Offering Amount is sold, the Placement Agent (as defined below) and the Company shall have the right to sell up to an additional 1,000,000 1,500,000 Units ($5,000,000) ($7,500,000) to cover over-allotments. Aegis Capital Corp. has been engaged as exclusive placement agent in connection with the Offering ("Aegis" or the "Placement Agent"). The terms of the Offering are more completely described in the Memorandum and such terms are incorporated herein in their entirety. View More
The Offering. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement and the Confidential Private Placement Memorandum of the Company dated December 1, 2016, July 11, 2013, as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto (the "Memorandum"), relating to the offering (the "Offering") by the Company of a minimum of 4,000,000 24 Units ($20,000,000) ($6,000,000) ("Minimum Offer...ing Amount"), and up to a maximum of 5,000,000 36 Units ($25,000,000) ($9,000,000) ("Maximum Offering Amount"). In the event the Maximum Offering Amount is sold, the Placement Agent (as defined below) and the Company shall have the right to sell up to place an additional 1,000,000 24 Units ($5,000,000) ($6,000,000) to cover over-allotments. Aegis Capital Corp. has been engaged as exclusive placement agent in connection with the Offering ("Aegis" or the (the "Placement Agent"). The terms of the Offering are more completely described in the Memorandum and such terms are incorporated herein in their entirety. View More
The Offering. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement and the Confidential Private Placement Memorandum of the Company dated December 1, 2016, March 27, 2014, as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto (the "Memorandum"), relating to the offering (the "Offering") by the Company of a minimum of 4,000,000 18 Units ($20,000,000) ($4,500,000) ("Minimum Offe...ring Amount"), and up to a maximum of 5,000,000 36 Units ($25,000,000) ($9,000,000) ("Maximum Offering Amount"). In the event the Maximum Offering Amount is sold, the Placement Agent (as defined below) and the Company shall have the right to sell up to place an additional 1,000,000 16 Units ($5,000,000) ($4,000,000) to cover over-allotments. Aegis Capital Corp. has been engaged as exclusive placement agent in connection with the Offering ("Aegis" or the (the "Placement Agent"). The terms of the Offering are more completely described in the Memorandum and such terms are incorporated herein in their entirety. View More
The Offering. (a) Private Offering. The securities offered by this Agreement are being offered in a private offering (the "Offering") of up a minimum of $1,000,000 (the "Minimum Amount") and a maximum of $20,000,000 (the "Maximum Amount") of shares of Series B Cumulative Convertible Preferred Stock (the "Series B Preferred Shares" or "Shares"), and warrants in the form attached hereto as Exhibit B (the "Warrants") to purchase up to 22,222,222 shares of Common Stock. The Shares and Warrants will be sold in uni...ts (the "Units") with each Unit comprised of (i) one Share and (ii) one Warrant to purchase 100 shares of Common Stock, at a purchase price of $90 per Unit (the "Original Issue Price"). The Units will be sold on a "best efforts" basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act" or the "Act"), and/or Rule 506(b) of Regulation D thereunder. The Shares and the shares of Company common stock ("Common Stock") issuable upon conversion of the Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") are hereinafter referred to collectively as the "Securities." The Units are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act during an offering period (the "Offering Period") commencing on the date hereof and terminating not later than November 21, 2014 unless extended by the Company in its discretion to a date not later than December 31, 2014 (the "Termination Date"). The Offering may be terminated by the Company at any time in its sole discretion. This Agreement, the Exhibits hereto and the Offering Memorandum dated October 15, 2014 (including the documents incorporated by reference therein) are hereinafter collectively referred to as the "Offering Documents". (b) Description of Securities. The rights, preferences, powers and other terms of the Series B Preferred Shares are summarized in the Offering Memorandum attached hereto and are set forth in full in the Form of Certificate of Designation of Series B Cumulative Convertible Preferred Stock attached hereto and made a part hereof as Exhibit A (the "Certificate of Designation"). The terms of the Warrants are summarized in the Offering Summary attached hereto and as set forth in full in the Form of Warrant attached hereto and made a part hereof as Exhibit B. 1 (c) Placement of the Units. The Company intends to offer and sell certain or all of the Units through the efforts of its own officers and personnel without the payment of a brokerage commission or sales incentives. However, the Company also reserves the right to engage the services of one or more registered broker-dealers serving as a placement agent (a "Placement Agent") to offer and sell the Units on a best-efforts basis, and in connection with sales to investors introduced to the Offering through the efforts of such Placement Agent(s), if at all, the Company will agree to pay to the Placement Agent: (i) a placement fee of up to seven (7%) percent of the principal amount of Series B Preferred Shares; (ii) a one-time retainer in such amount or amounts as may be determined in the discretion of the Company; and (iii) such amounts as are necessary to cover the reasonable and ordinary out-of-pocket expenses of the Placement Agent. (d) Escrow Account. The Company will establish a segregated escrow account (the "Escrow Account") for the deposit of subscriptions. Unless the Minimum Amount of Shares and Warrants has been sold by the termination of the Offering, subscriptions will be cancelled and the Company will return all proceeds promptly to subscribers in full without interest or deduction. Upon the acceptance of subscriptions for at least the Minimum Amount of Shares and Warrants, the Company may conduct an initial closing of the Offering and thereafter, may conduct any number of additional closings until the Termination Date.View More
The Offering. (a) Private Offering. The securities offered by this Agreement are being offered in a private offering (the "Offering") of up to an aggregate original principal amount of $10,000,000 of 3.5% Secured Convertible Promissory Notes due 2018 (the "New Secured Notes"), which Notes shall accrue interest on the unpaid principal amount thereof at a minimum of $1,000,000 (the "Minimum Amount") rate equal to three and a maximum of $20,000,000 (the "Maximum Amount") of one-half percent (3.5%) per annum, com...pounded quarterly, and shall mature on June 30, 2018. The New Secured Notes shall be convertible by the holder, at any time, into shares of the Company's Series B C Cumulative Convertible Preferred Stock ("Series C Preferred Stock") at a conversion price of $90.00 per share (the "Series B "Conversion Price"), subject to adjustment for stock, splits, stock dividends and similar transactions with respect to the Series C Preferred Shares" or "Shares"), and warrants in the form attached hereto as Exhibit B (the "Warrants") to purchase up to 22,222,222 shares Stock only. Each share of Common Stock. The Shares and Warrants will be sold in units (the "Units") with each Unit comprised of (i) one Share and (ii) one Warrant to purchase Series C Preferred Stock is currently convertible into 100 shares of Common Stock, the Company's common stock at a purchase current conversion price of $90 $0.90 per Unit (the "Original Issue Price"). share, subject to anti-dilution adjustment as described in the Certificate of Designation of the Series C Preferred Stock. The Units New Secured Notes will be sold on a "best efforts" basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act" or the "Act"), and/or Rule 506(b) of Regulation D thereunder. The Shares New Secured Notes, the shares of Series C Preferred Stock issuable upon conversion of the New Secured Notes and the shares of Company common stock ("Common Stock") issuable upon conversion of the Shares, the Warrants and the shares of Common Series C Preferred Stock issuable upon exercise of the Warrants (the "Warrant Shares") are hereinafter referred to collectively as the "Securities." The Units New Secured Notes are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act during an offering period (the "Offering Period") commencing on the date hereof and terminating not later than November 21, 2014 September 30, 2016, unless further extended by the Company in its discretion to a date not later than December 31, 2014 (the "Termination Date"). The Offering may be terminated by the Company at any time in its sole discretion. This Agreement, the Exhibits hereto and the Offering Memorandum dated October 15, 2014 July 28, 2016 (including the documents incorporated by reference therein) are hereinafter collectively referred to as the "Offering Documents". (b) Description of Securities. The terms and provisions of the New Secured Notes are set forth in the form of 3.5% Secured Convertible Promissory Note due 2018, attached hereto as Exhibit A. The rights, preferences, powers and other terms of the Series B C Preferred Shares are summarized in the Offering Memorandum attached hereto and Stock are set forth in full in the Form of Certificate of Designation of Series B C Cumulative Convertible Preferred Stock attached hereto and made a part hereof as Exhibit A B (the "Certificate of Designation"). The terms of the Warrants are summarized in the Offering Summary attached hereto and as set forth in full in the Form of Warrant attached hereto and made a part hereof as Exhibit B. 1 (c) Placement of the Units. New Secured Notes. The Company intends to offer and sell certain or all of the Units New Secured Notes through the efforts of its own officers and personnel without the payment of a brokerage commission or sales incentives. However, the Company also reserves the right to engage the services of one or more registered broker-dealers serving as a placement agent (a "Placement Agent") to offer and sell the Units New Secured Notes on a best-efforts basis, and in connection with sales to investors introduced to the Offering through the efforts of such Placement Agent(s), if at all, the Company will agree to pay to the Placement Agent: (i) a placement fee of up to seven (7%) five percent (5%) of the principal amount of Series B Preferred Shares; Notes; (ii) a one-time retainer in such amount or amounts as may be determined in the discretion of the Company; (iii) warrants to purchase up to three percent (3%) of the underlying securities at the applicable offering price; and (iii) (iv) such amounts as are necessary to cover the reasonable and ordinary out-of-pocket expenses of the Placement Agent. (d) Escrow Account. The Company will establish a segregated escrow account (the "Escrow Account") for the deposit of cash subscriptions. Unless the Minimum Amount of Shares and Warrants has been sold by the termination of the Offering, subscriptions will be cancelled and the Company will return all proceeds promptly to subscribers in full without interest or deduction. Upon the acceptance of subscriptions for at least the Minimum Amount of Shares and Warrants, New Secured Notes, the Company may conduct an initial closing of the Offering and thereafter, may conduct any number of additional closings until the Termination Date. (e) Security Agreement. As collateral security for the prompt and complete payment and performance when due of the Company's obligations under the New Secured Notes, the Company will enter into an Amended and Restated Security Agreement with William F. Miller III, as collateral agent for each Purchaser, and each Purchaser in the form attached hereto and made a part hereof as Exhibit C (the "Security Agreement") to grant a security interest in the Company's Collateral (as defined in the Security Agreement) on a pari passu basis with the holders of the Prior Secured Notes (as defined below). View More
The Offering. (a) Private Offering. The securities offered by this Agreement are being offered in a private offering (the "Offering") of up a minimum of $1,000,000 $500,000 (the "Minimum Amount") and a maximum of $20,000,000 $7,500,000 (the "Maximum Amount") of shares of Series B Cumulative Convertible E Preferred Stock (the "Series B E Preferred Shares" or "Shares"), and warrants in the form attached hereto as Exhibit B (the "Warrants") to purchase up to 22,222,222 shares of Common Stock. The Shares and Warr...ants will be sold in units (the "Units") with each Unit comprised of (i) one Share and (ii) one Warrant to purchase 100 shares of Common Stock, "Shares") at a purchase price of $90 $4.00 per Unit share (the "Original Issue Price"). issue Price"), provided that the Offering may be increased, in the sole discretion of the Company. The Units Shares will be sold on a "best efforts" basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act" or the "Act"), Act"), and/or Rule 506(b) of Regulation D thereunder. Each Purchaser of Shares will receive one warrant in the form attached hereto as Exhibit E (the "Warrant"). The Shares and the shares of Company common stock ("Common Stock") Common Stock issuable upon conversion of the Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") are hereinafter referred to collectively as the "Securities." The Units Shares are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act during an offering period (the "Offering Period") commencing on the date hereof and terminating not later than November 21, 2014 unless extended by May 15, 2014, although the Company has the right to extend the termination date in its sole discretion to a date not later than December 31, 2014 (the "Termination Date"). The Offering may be terminated by the Company at any time in its sole discretion. This Agreement, the Exhibits hereto and the Offering Memorandum Summary dated October 15, April 21, 2014 (including the documents incorporated by reference therein) are hereinafter collectively referred to as the "Offering Documents". (b) Description of Securities. The rights, preferences, powers and other terms of the Series B E Preferred Shares are summarized in the Offering Memorandum Summary attached hereto and are set forth in full in the Form of Certificate of Designation of Series B Cumulative Convertible E Preferred Stock attached hereto and made a part hereof as Exhibit A D (the "Certificate of Designation"). The terms of the Warrants are summarized in the Offering Summary attached hereto and as set forth in full in the Form of Warrant attached hereto and made a part hereof as Exhibit B. E. 1 (c) Placement of the Units. Shares. The Company intends to offer and sell certain or all of the Units Shares through the efforts of its own officers and personnel without the payment of a brokerage commission or sales incentives. However, the Company also reserves the right to engage the services of one or more registered broker-dealers serving as a placement agent (a "Placement Agent") to offer and sell the Units on a best-efforts basis, and in connection with sales to investors introduced to the Offering through the efforts of such Placement Agent(s), if at all, the Company will agree to pay to the Placement Agent: (i) a placement fee of up to seven (7%) percent of the principal amount of Series B Preferred Shares; (ii) a one-time retainer in such amount or amounts as may be determined in the discretion of the Company; and (iii) such amounts as are necessary to cover the reasonable and ordinary out-of-pocket expenses of the Placement Agent. (d) Escrow Account. The Company will establish a segregated escrow account (the "Escrow Account") for the deposit of subscriptions. Unless the Minimum Amount of Shares and Warrants has been sold by the termination of the Offering, subscriptions will be cancelled and the Company will return all proceeds promptly to subscribers in full without interest or deduction. Upon the acceptance of subscriptions for at least the Minimum Amount of Shares and Warrants, the Company may conduct an initial closing of the Offering and thereafter, may conduct any number of additional closings until the Termination Date.View More
The Offering. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement relating to the offering (the "Offering") by the Company of Subscribed Shares and related Warrants. The closing of the Offering to which this Subscription Agreement relates (the "Closing") may be scheduled by the Company at any time after the execution of this Subscription Agreement. Additional Securities may have been and may continue to be offered and sold f...rom time to time in the Offering, until the date on which the Offering is concluded, through additional closings conducted by the Company with respect to those additional Securities sold.View More
The Offering. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement relating to the offering (the "Offering") by the Company of Subscribed Shares Series C Preferred Stock and related Warrants. Warrants to certain qualifying investors including the Purchaser (the "Offering"). The closing of the Offering to which this Subscription Agreement relates (the "Closing") may be scheduled by the Company at any time after the execution o...f this Subscription Agreement. Additional Securities may have been and may continue to be offered and sold from time to time in the Offering, until the date on which the Offering is concluded, through additional closings conducted by the Company with respect to those additional Securities sold. View More
The Offering. (a) The Company understands that, although the offer to purchase the Shares is being made by the Underwriters as purchaser, the Underwriters will endeavor to arrange for Substituted Purchasers for the Shares in one or more of the Canadian Jurisdictions, subject to acceptance by the Company, acting reasonably, of the Subscription Agreements, with the effect that such Substituted Purchasers will be the initial purchasers of the applicable Shares. The Underwriters shall offer for sale and sell the ...Shares in accordance with the terms of this Agreement, on a private placement basis pursuant to exemptions from the prospectus requirements of Canadian Securities Laws and Regulation S under the Act. (b) The Underwriters acknowledge that, subject to the conditions contained in Section 9 hereof being satisfied and subject to the rights of the Underwriters contained in this Agreement, the Underwriters shall become obligated to purchase or cause to be purchased all of the Shares. To the extent that Substituted Purchasers purchase Shares at the Closing, the Underwriters shall not be obligated to purchase the Shares so purchased by such Substituted Purchasers. (c) Neither the Company nor the Underwriters shall (i) provide to prospective purchasers of the Shares any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of Canadian Securities Laws, or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Shares, including but not limited to, causing the sale of the Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Shares whose attendees have been invited by general solicitation or advertising. (d) The Shares shall have attached to them, whether through the electronic deposit system of the Canadian Depository for Securities, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, any legends as may be prescribed by the Canadian Depository for Securities in addition to the legends set out in the Subscription Agreements. (e) The Underwriters agree that all offers and sales of the Shares, by the Underwriter, prior to the expiration of the applicable distribution compliance period specified in Regulation S under the Act shall be made in compliance with the provisions of Rule 903 or Rule 904 under said Act; pursuant to registration of the Shares under the Act; or pursuant to an exemption from the registration requirements of the Act.View More
The Offering. (a) The Company understands that, although the offer to Each Purchaser shall purchase the Shares is being made by the Underwriters as purchaser, the Underwriters will endeavor to arrange for Substituted Purchasers for the Shares in one or more of the Canadian Jurisdictions, subject to acceptance by the Company, acting reasonably, of the Subscription Agreements, with the effect that such Substituted Purchasers will be the initial purchasers of the applicable Shares. The Underwriters shall offer f...or sale and sell the Shares in accordance with the terms of this Agreement, only on a private placement basis pursuant to exemptions from under the prospectus requirements of applicable Canadian Securities Laws of the Canadian Jurisdiction in which the Purchaser is resident or located, in accordance with such procedures as the Company and Regulation S under the Act. (b) Agents may mutually agree, acting reasonably, in order to fully comply with applicable laws and the terms of this Agreement. The Underwriters acknowledge that, subject Company hereby agrees to comply with all applicable Canadian Securities Laws on a timely basis in connection with the sale of the Shares and the Company shall execute and file with the Commissions all forms, notices and certificates relating to the conditions contained in Section 9 hereof being satisfied and subject to the rights of the Underwriters contained in this Agreement, the Underwriters shall become obligated to purchase or cause Offering required to be purchased all of filed pursuant to applicable Canadian Securities Laws, as applicable, within the Shares. To time required, and in the extent that Substituted Purchasers purchase Shares at the Closing, the Underwriters shall not be obligated to purchase the Shares so purchased form prescribed, by such Substituted Purchasers. (c) applicable Canadian Securities Laws. (b) Neither the Company nor the Underwriters Agents shall (i) provide to prospective purchasers of the Shares any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of Canadian Securities Laws, or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Shares, including but not limited to, causing the sale of the Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Shares whose attendees have been invited by general solicitation or advertising. (d) (c) The Shares shall have attached to them, whether through the electronic deposit system of the Canadian Depository for Securities, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, any legends as may be prescribed by the Canadian Depository for Securities in addition to the legends set out in the Subscription Agreements. (e) (d) The Underwriters Agents agree that all offers and sales of the Shares, by the Underwriter, Agent, prior to the expiration of the applicable distribution compliance period specified in Regulation S under the Act shall be made in compliance with the provisions of Rule 903 or Rule 904 under said Act; pursuant to registration of the Shares under the Act; or pursuant to an exemption from the registration requirements of the Act. View More
The Offering. (a) Private Offering. The securities offered by this Agreement are being offered in a private offering (the "Offering") of up to $350,000, consisting of up to 411,765 shares (the "Shares") of the Company's Common Stock, $0.0001 par value per share (the "Common Stock"), and detachable warrants in the form attached hereto as Exhibit A (the "Warrants") to purchase up to 102,941 shares of the Company's Common Stock. The Shares and Warrants will be sold in units (the "Units") with each Unit comprised... of one (1) Share and one quarter (1/4) detachable Warrant at a purchase price of $0.85 (the "Purchase Price") per Unit. The Units will be sold on a reasonable "best efforts" basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of Regulation D thereunder. The Shares and the Warrants and shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") are hereinafter referred to collectively as the "Securities." The Units are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act during an offering period (the "Offering Period") commencing February __, 2016 and terminating not later than March 31, 2016 (the "Termination Date"). The Offering may be terminated by the Company at any time in its sole discretion. (b) No Minimum Offering Amount. Funds shall be released to the Company upon the Company's execution of this Agreement and the Company is not required to raise any minimum amount of proceeds prior to executing this Agreement or any similar agreement with other investors and obtaining such funds. Because there is no minimum amount of subscriptions which the Company must receive before accepting funds in the Offering, Purchaser will not be assured that the Company will have sufficient funds to execute its business plan or satisfy its working capital requirements and will bear the risk that the Company will be unable to secure the funds necessary to meet its current and anticipated financial obligations. 1 (c) Placement Agent Fees. The Company shall pay Merriman Capital, Inc. a fixed fee of $10,000. (d) Use of Proceeds. The Company intends to use the net proceeds for general working capital purposes.View More
The Offering. (a) Private Offering. The securities offered by this Agreement are being offered in a private offering (the "Offering") of up to $350,000, $1,000,000 (the "Maximum Amount"), consisting of up to 411,765 609,756 shares (the "Shares") of the Company's Common Stock, $0.0001 par value per share (the "Common Stock"), and detachable warrants in the form attached hereto as Exhibit A (the "Warrants") to purchase up to 102,941 609,756 shares of the Company's Common Stock. The Shares and Warrants will be s...old in units (the "Units") with each Unit comprised of one (1) Share and one quarter (1/4) (1) detachable Warrant at a purchase price of $0.85 $1.64 (the "Purchase Price") per Unit. The Units will be sold on a reasonable "best efforts" basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of Regulation D thereunder. The Shares and the Warrants and shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") are hereinafter referred to collectively as the "Securities." The Units are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act during an offering period (the "Offering Period") commencing February __, April 22, 2016 and terminating not later than March 31, April 30, 2016 (the "Termination Date"). The Offering may be terminated by the Company at any time in its sole discretion. (b) No Minimum Offering Amount. Funds shall be released to the Company upon the Company's execution of this Agreement and the Company is not required to raise any minimum amount of proceeds prior to executing this Agreement or any similar agreement with other investors and obtaining such funds. Because there is no minimum amount of subscriptions which the Company must receive before accepting funds in the Offering, Purchaser will not be assured that the Company will have sufficient funds to execute its business plan or satisfy its working capital requirements and will bear the risk that the Company will be unable to secure the funds necessary to meet its current and anticipated financial obligations. 1 (c) Placement Agent Fees. The Company shall pay Merriman Capital, Inc. a fixed fee of $10,000. (d) Use of Proceeds. The Company intends to use the net proceeds for general working capital purposes. View More
The Offering. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that the Units subscribed for hereunder form part of a larger offering of Units by the Corporation in the United States, of which the Common Shares composing the Units shall be registered pursuant to a registration statement filed with the United States Securities and Exchange Commission (the "SEC") for aggregate gross proceeds of up to US$5.1 million (the "Offering"). The Units and the Commo...n Shares and Warrants composing the Units as the context requires are also referred to herein as the "Securities".View More
The Offering. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that the Units subscribed for hereunder form part of a larger offering of Units by the Corporation in the United States, of which the Common Shares composing the Units shall be registered pursuant to a registration statement filed with the United States Securities and Exchange Commission (the "SEC") for aggregate gross proceeds of up to US$5.1 approximately CDN$5 million (the "Offering"). The... Units and the Common Shares and Warrants composing the Units as the context requires are also referred to herein as the "Securities". View More
The Offering. (a) Private Offering. Under and subject to the terms of this Agreement, the Company is conducting a private offering in the United States of up to ___________ shares of its common stock, $.0001 par value per share, subject to increase, in the mutual discretion of the Company and the "Placement Agent" (as defined below), by an additional _______ shares to satisfy any over-subscriptions (the "Shares"). The Shares will be sold on a "reasonable efforts" basis at a purchase price of $1.00 per Share (...the "Purchase Price") pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D thereunder. The Shares are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act during an offering period commencing _________, and terminating on or before ________, and at the mutual discretion of the Company and Placement Agent, subject to extension to no later than ____________. (b) Placement Fees. The Company has retained Aegis Capital Corp., a registered broker-dealer firm, to act as placement or selling agent with respect to this Offering (alternatively, "Aegis" or the "Placement Agent"). Aegis will be entitled to receive: (i) a placement fee in an amount equal to up to ten percent (10%) of the Purchase Price of the Shares sold in the Offering; (ii) a non-accountable expense allowance in an amount of two percent (2%) of the Purchase Price of the Shares sold in the Offering; and (iii) warrants to purchase common stock of the Company equal to ten percent (10%) of the Shares sold in the Offering at an exercise price of $1.50 per Share. Under its placement arrangements with the Company, Aegis has been engaged as the exclusive agent to sell the Shares, through itself or through its selected dealers. Also under its placement arrangements with Aegis, the Company has also agreed to indemnify Aegis, its affiliates and other related persons against certain liabilities, including liabilities under the federal securities laws. 2 (c) Use of Proceeds. Assuming all of the Shares in the Offering are sold, the net proceeds to the Company are estimated to be approximately $________ (after deducting placement fees and offering expenses payable by the Company). The Company intends to use the net proceeds of the Offering (after payment of offering expenses) for general working capital and to contribute towards ongoing Company initiatives, including the payment of short-term installment obligations due in connection with the Company's recent acquisition of Summit Holdings, Inc. (see Annex A, "Current Developments"), as well as for future acquisitions and business expansion.View More
The Offering. (a) Private Offering. Under and subject to the terms of this Agreement, the Company is conducting a private offering in the United States (the "Offering") of up to ___________ shares of its common stock, $.0001 par value per share, not less than $1,000,000 and not more than $8,000,000 in Notes, which amount is subject to increase, in the mutual discretion of the Company and the "Placement Agent" (as defined below), by an additional _______ shares to satisfy any over-subscriptions (the "Shares").... during the "Offering Period" (as defined below). The Shares Notes will be sold on a "reasonable efforts" basis at a purchase price of $1.00 per Share (the "Purchase Price") pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D thereunder. The Shares Notes are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act during an offering period commencing _________, ____________, and terminating on or before ________, and _______________, subject to extension to no later than _______________ at the mutual discretion of the Company and Placement Agent, subject (the "Offering Period"). (b) Convertible term notes. The Notes shall be issued in substantially the form attached hereto as Annex A. Any change to extension the Notes or waiver of a requirement shall require the consent of the holders of a majority of the Principal Amount of Notes, and such change or waiver shall thereafter be binding on all Purchasers. The Notes are convertible into a number of fully-paid, nonassessable shares of the Company's common stock, $.0001 par value per share (the "Common Stock") equal to no later than ____________. (b) the quotient obtained by dividing the Principal Amount (as defined in Section 2(a) hereof) being converted by a conversion price equal to seventy percent (70%) of the price at which the Shares were first issued to the public in an initial public offering. The term "Securities" means the Notes and the Common Stock issuable upon conversion of the Notes. (c) Placement Fees. The Company has retained Aegis Capital Corp., a registered broker-dealer firm, to act as exclusive placement or selling agent with respect to this Offering (alternatively, "Aegis" or the "Placement Agent"). Aegis will be is entitled to receive: (i) receive a placement fee in an amount equal to up to ten seven percent (10%) (7.0%) of the Purchase Price Principal Amount of the Shares Notes sold in the Offering; (ii) a non-accountable expense allowance in an amount of two Offering, however, the fee shall be discounted to three and one-half percent (2%) (3.5%) on Notes sold to Purchasers introduced by officers of the Purchase Price of the Shares sold in the Offering; and (iii) warrants to purchase common stock of the Company equal to ten percent (10%) of the Shares sold in the Offering at an exercise price of $1.50 per Share. Company. Under its placement arrangements with the Company, Aegis has been engaged as the exclusive agent to sell the Shares, Notes, through itself or through its selected dealers. Also under its placement arrangements with Aegis, the Company has also agreed to indemnify Aegis, its affiliates and other related persons against certain liabilities, including liabilities under the federal securities laws. 2 (c) (d) Use of Proceeds. Assuming all There can be no assurances that the Company will yield any amounts in excess of the Shares in the Offering are sold, the net proceeds to the Company are estimated to be approximately $________ (after deducting placement fees and offering expenses payable by the Company). Minimum Offering. The Company intends to use the net proceeds of the Offering (after payment of offering expenses) for general working capital and capital, to contribute towards ongoing Company initiatives, including initiatives (see Business Summary attached here as Annex B and Risk Factors attached here as Annex C), and towards the payment of short-term installment obligations due certain Company indebtedness, including up to $1.4 million to satisfy certain purchase money indebtedness incurred in connection with recent acquisitions by the Company's recent acquisition of Summit Holdings, Inc. (see Annex A, "Current Developments"), as well as for future acquisitions Company, and business expansion. to repay up to $1 million in short-term demand loans. View More
The Offering. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement relating to the offering (the "Offering") by the Company of Subscribed Shares and related Warrants with an aggregate minimum purchase price of $500,000 ("Minimum Offering Amount") and an aggregate maximum purchase price of $30,000,000 ("Maximum Offering Amount"). Paulson Investment Company, LLC has been engaged as placement agent in connection with the Offerin...g (the "Placement Agent").View More
The Offering. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement relating to the offering (the "Offering") by the Company of Subscribed Shares and related Warrants with an aggregate minimum purchase price of $500,000 ("Minimum Offering Amount") and an aggregate maximum purchase price of $30,000,000 ("Maximum Offering Amount"). Paulson Investment Company, LLC has been engaged as placement agent in connection with the Offerin...g (the "Placement Agent").View More
The Offering. (a) Private Offering. The securities offered by this Agreement are being offered in a private offering (the "Offering") of $10,500,000 consisting of 105,000 shares (the "Shares") of the Company's Series B-1 Convertible Preferred Stock, $0.0001 par value per share (the "Preferred Stock"), the preferences, rights and limitations of which are set forth on the Certificate of Designation of Preferences, Rights and Limitations of the Series B-1 Convertible Preferred Stock, substantially in the form at...tached hereto as Exhibit A (the "Certificate of Designation"). The Shares will be sold pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of Regulation D thereunder. The Shares are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act. This Agreement and the Exhibits hereto are hereinafter collectively referred to as the "Offering Documents". The Shares and all shares of the Company's common stock, $0.0001 par value per share (the "Common Stock"), issuable upon conversion of the Shares are hereinafter defined collectively as the "Securities".View More
The Offering. (a) Private Offering. The securities offered by this Agreement are being offered in a private offering (the "Offering") of $10,500,000 $10,000,000 consisting of 105,000 100,000 shares (the "Shares") of the Company's Series B-1 A-1 Convertible Preferred Stock, $0.0001 par value per share (the "Preferred Stock"), the preferences, rights and limitations of which are set forth on the Certificate of Designation of Preferences, Rights and Limitations of the Series B-1 A-1 Convertible Preferred Stock, ...substantially in the form attached hereto as Exhibit A (the "Certificate of Designation"). The Shares will be sold on a "best efforts" basis pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of Regulation D thereunder. The Shares are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act. The Offering may be terminated by the Company at any time in its sole discretion. This Agreement and the Exhibits hereto are hereinafter collectively referred to as the "Offering Documents". The Shares and all shares of the Company's common stock, $0.0001 $.0001 par value per share (the "Common ("Common Stock"), issuable upon conversion of the Shares are hereinafter defined collectively as the "Securities". View More
