A Guam Subscription Agreement is a legally binding contract between Charge. Com, Inc. (hereinafter referred to as "Company") and a prospective investor (referred to as "Investor") for the purchase of units consisting of common stock and common stock warrant. This agreement outlines the terms and conditions of the investment, including the number of units purchased, the purchase price, and the obligations of both parties. The common stock represents ownership in the Company, while the common stock warrant grants the Investor the right to purchase additional common stock at a predetermined price within a specified period. This agreement ensures transparency, helps mitigate risks, and establishes a clear framework for the investment process. Key features of the Guam Subscription Agreement may include: 1. Parties: The agreement should clearly identify the Company (Charge. Com, Inc.) and the Investor by providing their legal names, addresses, and contact details. 2. Unit Purchase Details: It specifies the number of units (common stock and common stock warrant) that the Investor will purchase from the Company. The purchase price per unit or the total investment amount should be clearly stated. 3. Representations and Warranties: The Company and the Investor both provide certain assurances about their legal capacity, authority, and financial standing. For example, the Investor represents that they have conducted thorough due diligence and have the necessary funds for the investment. 4. Subscription Procedure: This section outlines the steps the Investor must follow to subscribe to the units. It may include requirements such as completing a subscription form, providing necessary identification documents, and making the payment to the Company. 5. Terms and Conditions: This section covers various provisions related to the investment, such as transfer restrictions, voting rights, potential dilution, and rights of the Investor in case of future financing rounds. Different types of Guam Subscription Agreements may exist depending on the specific terms negotiated between the Company and the Investor. Examples include: 1. Preferred Stock Subscription Agreement: This agreement specifies the purchase of units consisting of preferred stock to common stock. Preferred stockholders often enjoy certain privileges such as priority in dividends, liquidation preference, or voting rights. 2. Convertible Note Subscription Agreement: In this type of agreement, the Investor purchases units in the form of convertible notes, which can later be converted into equity (common stock) at a predetermined conversion ratio. 3. Restricted Stock Subscription Agreement: This agreement involves the purchase of units consisting of restricted stock. Restricted stock is subject to certain sale restrictions, typically for a specific period, before it can be freely traded. In conclusion, a Guam Subscription Agreement between Charge. Com, Inc. and a prospective investor is a crucial document that solidifies the investment transaction. It provides a legal framework, protects the rights of both parties, and defines the terms and conditions of the investment in units consisting of common stock and common stock warrant.