Santa Clara, California Subscription Agreement between Charge. Com, Inc. and prospective investor for the purchase of units consisting of common stock and common stock warrant is a legally binding document that outlines the terms and conditions of investment between the company and the investor. The agreement ensures that both parties are aware of their rights, obligations, and the specific details of the investment. In this Subscription Agreement, the investor agrees to purchase a specified number of units, which comprise common stock and common stock warrants, from Charge. Com, Inc. Common stock represents ownership in the company, while common stock warrants give the investor the right to purchase additional shares in the future at a predetermined price. The agreement typically includes the following key elements: 1. Parties Involved: It states the names and contact details of both Charge. Com, Inc. (the "Company") and the prospective investor (the "Investor"). 2. Subscription Details: It outlines the number of units the investor intends to purchase, the price per unit, and the total consideration for the investment. 3. Representations and Warranties: Both parties make certain representations and warranties to ensure the accuracy of the information provided, such as the investor's financial capability to make the investment and the company's legal authority to issue the units. 4. Conditions Precedent: It specifies any conditions that need to be fulfilled before the agreement becomes effective, such as the completion of due diligence or obtaining necessary regulatory approvals. 5. Subscription Procedure: It details the steps to be followed for the subscription process, including the submission of subscription funds and relevant documents. 6. Rights and Obligations: The agreement outlines the rights and obligations of both the company and the investor, such as voting rights, dividend entitlements, and confidentiality obligations. 7. Conversion and Exercise: If applicable, the agreement may include provisions for the conversion of common stock warrants into common stock shares and the exercise price and period for such conversion. 8. Governing Law and Dispute Resolution: It specifies the jurisdiction and laws governing the agreement and outlines the procedures for resolving potential disputes between the parties. Different types or variations of Santa Clara California Subscription Agreement between Charge. Com, Inc. and prospective investor may include specific clauses or provisions tailored to address unique circumstances or additional terms requested by either party to meet their respective requirements. However, the basic structure and key elements described above remain consistent in different types of subscription agreements.