Exhibit 10.1
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Agreement") is being delivered by the
purchaser identified on the signature page to this Agreement (the "Subscriber")
in connection with Subscriber's investment in the, the s offering ("Offering")
by Canfield Medical Supply, Inc., an Ohio (the "Company") of a minimum of Five
Hundred Thousand Dollars ($500,000) (the "Minimum Offering Amount" and a maximum
of Ttwo Million Dollars ($2,000,000) (the "Maximum Offering Amount) (subject to
the right of the Company to increase the maximum to $3,000,000 to cover
over-allotments) in a private placement offering (the "Offering") of shares of
the common stock of the Company, no par value per share (the "Shares") at a
purchase price of $1.10 per share (the "Purchase Price"). The minimum amount of
Shares that may be purchased by the Subscriber is for $25,000 (the "Minimum
Investment Amount"), provided that the Company may, in its sole discretion,
accept subscriptions for less than the Minimum Investment Amount. The Offering
is being conducted pursuant to the terms of the Private Placement Memorandum
dated June 19, 2020 as may be amended or supplemented from time to time,
including all attachments, schedules, annexes and exhibits there to (the
"Memorandum"). Capitalized terms used and not defined herein shall have the same
meanings as in the Memorandum. In connection with the Subscriber's purchase of
the Shares, the Company will issue to the Subscriber a warrant (the "Investor
Warrant") to purchase such number of shares of Common Stock equal to 50% of the
shares of Common Stock purchased by the Subscriber. A form of the Investor
Warrant is attached to the Memorandum as Annex B. For purposes of this
Agreement, the term "Securities" shall refer to the Shares, the Investor Warrant
and the shares of the Company's common stock issuable upon exercise of the
Investor Warrant.
IMPORTANT INVESTOR NOTICES
NO OFFERING LITERATURE OR ADVERTISEMENT IN ANY FORM MAY BE RELIED UPON IN THE
OFFERING OF THESE SECURITIES EXCEPT FOR THE MEMORANDUM, THIS SUBSCRIPTION
AGREEMENT AND ANY SUPPLEMENTS HERETO, AND NO PERSON HAS BEEN AUTHORIZED TO MAKE
ANY REPRESENTATIONS EXCEPT THOSE CONTAINED IN THE MEMRANDUM AND HEREIN.
THIS AGREEMENT IS CONFIDENTIAL AND THE CONTENTS HEREOF MAY NOT BE REPRODUCED,
DISTRIBUTED OR DIVULGED BY OR TO ANY PERSONS OTHER THAN THE RECIPIENT OR ITS
REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, WITHOUT THE PRIOR WRITTEN CONSENT
OF THE COMPANY. EACH PERSON WHO ACCEPTS DELIVERY OF THIS AGREEMENT, ACKNOWLEDGES
AND AGREES TO THE FOREGOING RESTRICTIONS.
THIS AGREEMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE
INFORMATION THAT YOU MAY DESIRE IN EVALUATING THE COMPANY, OR AN INVESTMENT IN
THE OFFERING. THIS AGREEMENT DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD
NORMALLY APPEAR IN A PROSPECTUS FOR AN OFFERING REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). YOU MUST CONDUCT AND RELY ON
YOUR OWN EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED, IN DECIDING WHETHER TO INVEST IN THE OFFERING.
THIS AGREEMENT DOES NOT