EXHIBIT 10.1

 

GLOW HOLDINGS, INC.

SUBSCRIPTION AGREEMENT

 

Registered Direct Public Offering

 

Up to 35,000,000 Shares of Common Stock at $0.01 Per Share

 

This Subscription Agreement (this “Agreement”) is entered into by and between Glow Holdings, Inc., a Nevada corporation (the “Company”), and the undersigned subscriber (the “Subscriber”) in connection with the Company's offering (the “Offering”) of up to 35,000,000 shares of its common stock, par value $0.001 per share (the “Shares”), at a fixed offering price of $0.01 per Share pursuant to an effective registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”).

 

The Offering is being conducted by the Company on a “best efforts” basis, with no minimum offering amount and no escrow arrangement currently contemplated. The Company may conduct one or more rolling closings after the registration statement is declared effective by the Securities and Exchange Commission (the “SEC”).

 

Number of Shares Subscribed For: ____________________________
Price Per Share: $0.01
Total Subscription Amount: $___________________________
Subscriber Name: ____________________________

 

1.        Subscription

 

Subject to the terms and conditions of this Agreement and the prospectus included in the Company's effective registration statement, the Subscriber irrevocably subscribes for the number of Shares set forth above at a purchase price of $0.01 per Share, subject to the Company's acceptance of this subscription.

 

2.        Payment of Subscription Price

 

The Subscriber shall deliver the full subscription amount in immediately available funds in accordance with payment instructions provided by the Company. The Subscriber should not transmit funds until the Company or its authorized representative provides written payment instructions. Payment instructions are intentionally omitted from this form and will be provided separately to prospective subscribers.

 

3.        Acceptance or Rejection of Subscription

 

The Company may accept or reject this subscription, in whole or in part, in its sole discretion, subject to applicable law. This Agreement will not be binding upon the Company unless and until the Company accepts the subscription. If the Company rejects all or any portion of the subscription, the rejected portion of the subscription funds will be returned to the Subscriber without interest or deduction, subject to applicable banking or payment-processing requirements.

 

4.        Closing and Issuance of Shares

 

After the registration statement has been declared effective, acceptance of this subscription by the Company and receipt of cleared funds, the Company may conduct a closing and cause the accepted Shares to be issued in book-entry form through the Company's transfer agent, ClearTrust, LLC, or through such other transfer agent as the Company may designate. The Company may conduct multiple rolling closings during the Offering period.

 

 

 

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5.        Prospectus; Investment Decision

 

The Subscriber acknowledges that the Subscriber has received or has been provided access to the Company's then-current prospectus, including the risk factors, financial statements, plan of distribution, dilution disclosure, use of proceeds, description of securities and other information contained therein. The Subscriber represents that the Subscriber has reviewed the prospectus and is relying solely upon the prospectus, this Agreement and information expressly provided by the Company in writing in making the investment decision.

 

The Subscriber acknowledges that an investment in the Shares is speculative, involves a high degree of risk and may result in the loss of the entire investment.

 

6.        Subscriber Representations and Warranties

 

The Subscriber represents and warrants to the Company, as of the date of this Agreement and as of the applicable closing, that:

 

a.The Subscriber has full power, legal capacity and authority to enter into this Agreement and to purchase the Shares.
b.The Subscriber is acquiring the Shares for the Subscriber's own account and not with a present intention to evade applicable securities laws.
c.The Subscriber has had an opportunity to ask questions and obtain information concerning the Company and the Offering to the extent the Company is legally permitted to provide such information.
d.The Subscriber has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment, or has consulted with professional advisers deemed appropriate by the Subscriber.
e.The Subscriber can bear the economic risk of the investment and can afford a complete loss of the subscription amount.
f.The information provided by the Subscriber to the Company, including information relating to identity, address, investor status, source of funds and tax status, is true, complete and correct in all material respects.
g.The Subscriber will promptly notify the Company of any material change in information provided before the applicable closing.
h.The funds used to purchase the Shares are not derived from unlawful activity, and the Subscriber is not participating in the Offering for the purpose of concealing or disguising proceeds of unlawful activity.
i.The Subscriber is not a person or entity with whom the Company is prohibited from doing business under applicable anti-money laundering, economic sanctions or similar laws.

 

7.        Non-U.S. Subscribers

 

If the Subscriber is located outside the United States, the Subscriber represents that the purchase of the Shares and participation in the Offering comply with the laws applicable to the Subscriber in the jurisdiction in which the Subscriber is located. Effectiveness of the registration statement does not constitute qualification, registration or approval of the Shares under the laws of any foreign jurisdiction. The Subscriber is solely responsible for compliance with applicable foreign securities, tax, exchange-control, anti-money laundering, sanctions and other laws.

 

8.        Transferability of Shares

 

The Subscriber acknowledges that the Shares will be issued pursuant to an effective registration statement under the Securities Act and will not constitute restricted securities solely by reason of their issuance in the Offering. However, the Company does not guarantee that an active or liquid trading market will exist or continue for the Shares. Affiliates and control persons may remain subject to applicable resale limitations, and broker-dealer, market, jurisdictional or other restrictions may affect the Subscriber's ability to resell the Shares.

 

 

 

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9.        No Minimum Offering; No Escrow

 

The Subscriber acknowledges that the Offering has no minimum offering amount and that the Company may conduct a closing and use proceeds received at any level of capital raised. The Company does not currently intend to use an escrow account. Following an applicable closing, subscription proceeds may be available for use by the Company in accordance with the prospectus.

 

10.        KYC, AML and Sanctions Review

 

The Company may require the Subscriber to provide identification, beneficial ownership, source-of-funds, tax, residency and other information and documentation as the Company reasonably determines necessary to comply with applicable know-your-customer, anti-money laundering, sanctions, securities and other legal requirements. The Company may reject a subscription if the Company is unable to satisfactorily complete such review.

 

11.        Tax Matters

 

The Subscriber acknowledges that the Company has not provided tax advice regarding the purchase, ownership or disposition of the Shares. The Subscriber has consulted, or has had the opportunity to consult, the Subscriber's own tax advisers regarding the federal, state, local and foreign tax consequences of the investment.

 

12.        No Revocation After Acceptance

 

Except as otherwise required by applicable law or expressly provided in the prospectus, once this subscription has been accepted by the Company, the Subscriber may not cancel, terminate or revoke the subscription.

 

13.        Notices

 

Notices to the Company under this Agreement shall be sent to Glow Holdings, Inc., 732 S 6th Street, Suite R, Las Vegas, Nevada 89101, or to such other address or electronic address as the Company may designate in writing. Notices to the Subscriber shall be sent to the address or electronic address provided below.

 

14.        Governing Law

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflicts-of-law principles, except to the extent federal securities laws apply.

 

15.        Entire Agreement; Amendments

 

This Agreement, together with the prospectus and any documents expressly incorporated herein or therein, constitutes the entire agreement between the parties with respect to the subscription. No amendment or waiver of this Agreement shall be effective unless in writing and executed by the party against whom enforcement is sought, except that the Company may make non-material administrative changes necessary to facilitate the Offering or comply with applicable law.

 

 

 

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16.        Electronic Signatures; Counterparts

 

This Agreement may be executed in counterparts and by electronic signature. Each counterpart shall be deemed an original and all counterparts together shall constitute one instrument.

 

SUBSCRIBER INFORMATION AND CERTIFICATION

Subscriber Name ____________________________
Entity Name (if applicable) ____________________________
Street Address ____________________________
City / State or Province / Postal Code ____________________________
Country ____________________________
Telephone ____________________________
Email ____________________________
Tax ID / SSN / EIN (if requested) ____________________________
Number of Shares ____________________________
Total Subscription Amount $________________

 

Investor Status

 

☐ I am an accredited investor as defined in Rule 501(a) of Regulation D.

☐ I am not an accredited investor.

☐ I am a non-U.S. investor and have confirmed that my subscription complies with the laws applicable in my jurisdiction.

☐ I am subscribing as an entity and am authorized to execute this Agreement on its behalf.

 

By signing below, the Subscriber confirms that the Subscriber has read and understands this Agreement and the prospectus and agrees to be bound by their terms.

 

Signature: ____________________________
Printed Name: ____________________________
Title (if entity): ____________________________
Date: ____________________________

 

ACCEPTANCE BY GLOW HOLDINGS, INC.

 

The foregoing subscription is accepted, in whole or in part, by Glow Holdings, Inc., subject to the terms of the prospectus and this Agreement.

 

Accepted Shares: ____________________________
By: ____________________________
Name and Title: ____________________________
Date: ____________________________

 

 

 

 

 

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