Subscription Agreement for Registered Direct Offering by bobzepfel

VIEWS: 182 PAGES: 4

More Info
									                            SUBSCRIPTION AGREEMENT
                              (Registered Direct Offering)
     This subscription agreement (this “Subscription Agreement”) is made as of the ___ day
of ____, 20__ by and between the investor identified on the signature page hereto
(“Purchaser”) and _________________________, a _______________ corporation (the
“Company”), and the parties hereto agree as follows:
1. Subscription
   (a) Purchaser agrees to buy and the Company agrees to sell and issue to Purchaser such
       number of shares of the Common Stock set forth on the signature page hereto (the
       “Shares”) for the purchase price set forth thereon. “Common Stock” means the
       Company’s common stock, $0.01 par value per share.
   (b) The offering and sale of the Shares (the “Offering”) are being made pursuant to (i) an
       effective Registration Statement on Form _____ (File No. ___________) (the
       “Registration Statement”) filed by the Company with the United States Securities and
       Exchange Commission (the “Commission”), including the prospectus contained therein
       dated________________, (ii) if applicable, certain “free writing prospectuses” (as that
       term is defined in Rule 405 under the Securities Act of 1933, as amended, that have been
       or will be filed, if required, with the Commission and delivered to the Purchaser on or
       prior to the date hereof, containing certain supplemental information regarding the terms
       of the Offering and the Company, and (iii) a prospectus supplement containing certain
       supplemental information regarding the terms of the Offering that has been or will be
       filed with the Commission and delivered to the Purchaser as required by law.
   (c) On_______________________, subject to the satisfaction or waiver of all of the closing
       conditions set forth in the Placement Agency Agreement (the “Placement Agreement”)
       dated ________________by and between the Company and
       __________________(“Placement Agent”), (i) the Purchaser shall pay the aggregate
       purchase price for the Shares by delivery of immediately available funds to such
       Purchaser’s executing broker’s delivery versus payment account established at Placement
       Agent, or to another account allowed by Placement Agent, and (ii) the Company will
       deliver, or cause to be delivered, to Placement Agent the Shares by authorizing the
       release of the Shares to Placement Agent’s clearing firm via DWAC delivery prior to the
       release of the federal funds wire to the Company for payment for such Shares,
       (iii) Placement Agent will deliver, or cause to be delivered, to the Purchaser, such
       Purchaser’s Shares in accordance with the instructions provided by such Purchaser on its
       executing broker’s account versus payment for such Shares and (iv) Placement Agent
       will deliver, or cause to be delivered, to the Company, the aggregate purchase price for
       the Shares, minus applicable fees and disbursements.
2. Company Representations and Warranties. The Placement Agreement contains
representations, warranties, covenants and agreements of the Company that may be relied
upon by the Purchaser, which shall be a third party beneficiary thereof. The Company
represents and warrants that a true and correct copy of the Placement Agreement is attached
hereto as Exhibit A. In ad
								
To top