ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of the Company's common stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that: 1. The undersigned is the duly elected ______________ of the Company. 2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement. 3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof. 4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 5. The amount of this put is up to shares. 6. The Pricing Period runs from until . 7. The Suspension Price is $ . 8. The current number of shares issued and outstanding as of the Company are: 9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 2 contracts
Samples: Investment Agreement (RadTek, Inc), Investment Agreement (RadTek, Inc)
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock Common Stock at any time during a Pricing the Open Period; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. WT CONSULTING GROUP, LLC By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx ----------------------------- Name: Xxxx Xxxxxxx Title: Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEKHD VIEW 360, INC. By: ______ Xxxxx Xxxx Xxx President /s/ Xxxxxx Xxxxxxx ----------------------------- Name: Xxxxxx Xxxxxxx Title: Chief Executive Officer [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D B Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 A FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx: Mr.__________, This is to inform you that as of today, [Company Name]. an XXXXX HD View 360, Inc., a Florida corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess WT Conslulting Group, LLC to purchase shares of its common stock. The Company hereby certifies that:
1: Put Amount in Shares __________. The undersigned is the duly elected Pricing Period runs from _______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8_______________. The current number of shares of common stock issued and outstanding as of the Company are:
9is: _________________. The number of shares currently available for resale pursuant on the S-1 is: ________________________. Regards, HD View 360, Inc. By: __________________________________ Name: Xxxxxx Xxxxxxx Title: Chief Executive Officer EXHIBIT B PUT SETTLEMENT SHEET Date: ________________ Dear ________, Pursuant to the Registration Statement Put given by HD View 360, Inc. to WT Consulting Group, LLC. ("WT") on Form S-1_________________ 201_, we are now submitting the purchase price for the shares of common stock. Purchase Price per Share _________________. Shares Being Purchased___________________.
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: :____________________________ Xxxxx Xxxx Xxx President X. Xxxxxx, Managing Director By:____________________________ EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Ladies and Gentlemen: We are counsel to _____________________, a ____________ corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 2010 the Company filed a Registration Statement on Form S-1 (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, ____________________ – Company Council Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx: Xxxxxx, This is to inform you that as of today, [Company Name]. an XXXXX Milwaukee Iron Arena Football, Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess Kodiak Capital Group, LLC to purchase shares of its common stock. The Company hereby certifies that:
1: The amount of this put is $__________. The undersigned is Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the duly elected Company are: The number of shares currently available for issuance on the S-1 for the Equity Line are: _________________________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior Regards, _____________ Date: Dear Mr. ____________________ Pursuant to the Put Notice Dategiven by Milwaukee Iron Arena Football, Inc., to Kodiak Capital Group, LLC on March 1, 2010, we are now submitting the amount of common shares for you to issue to Kodiak Capital Group, LLC. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Kodiak Capital Group, LLC immediately and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions send via DWAC to the delivery of this Put Notice following account: If not DWAC eligible, please send FedEx Priority Overnight to: 00xx Xxxxx Once these shares are satisfied as of received by us, we will have the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required funds wired to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company. Regards, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1Xxxx X. Xxxxxx
Appears in 1 contract
Samples: Investment Agreement (Genesis Capital Corp of Nevada)
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day within four (4)trading days following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: By:/s/ Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital ManagementXxxxxxx X. Xxxxxxxx, IIDirector By:/s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. President and Chief Executive Officer By: ______ /s/ Xxxxx Xxxx Xxx President Xxxxx Xxxx, Chief Financial Officer EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: RE__________ [TRANSFER AGENT] Re: Put Notice Number Dear Xx. XxxxxxxxXxxxxx International, Ltd. Ladies and Gentlemen: This is We are counsel to inform you that as of todayXxxxxx International, [Company Name]. an XXXXX Ltd., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The by and among the Company hereby certifies that:
1. The undersigned is the duly elected and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company.
2. There are no fundamental changes to 's common stock, $.0001 par value per share (the information "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which would require names the Company Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to file the best of our knowledge, after telephonic inquiry of a post effective amendment member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.
3. The Very truly yours, [Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Counsel] Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
Samples: Investment Agreement (Coates International LTD \De\)
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock Common Stock at any time during a Pricing the Open Period; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx /s/ Jxxxxx Xxxxxx Name: Jxxxxx Xxxxxx Title: Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ /s/ Jxxx Xxxxx Xxxx Xxx President Name: Jxxx Xxxxx Title: Chief Financial Officer EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel Put Notice EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE See attached. Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx: Mr.__________, This is to inform you that as of today, [Company Name]. an XXXXX United Cannabis Corp., a Colorado corporation (the "“Company"”), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess Tangiers Global, LLC to purchase shares of its common stock. The Company hereby certifies that:
1: Put Amount in Shares __________. The undersigned is the duly elected Pricing Period runs from _______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8_______________. The current number of shares of common stock issued and outstanding as of the Company are:
9is: _________________. The number of shares currently available for resale pursuant on the S-1 is: ________________________. Regards, By: __________________________________ Name: Title: Date: ________________ Dear ________, Pursuant to the Registration Statement Put given by United Cannabis Corporation to Tangiers Global, LLC. (“TG”) on Form S-1_________________ 201_, we are now submitting the purchase price for the shares of common stock. Purchase Price per Share _________________. Shares Being Purchased___________________. Total Purchase Price _____________________. Please have a certificate bearing no restrictive legend issued to TG immediately and sent via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, By: _________________________________ Name: Title: Managing Member This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of January 19, 2018 , (the “Execution Date”), is entered into by and between United Cannabis Corp. (the “Company”), a Colorado corporation, with its principal executive offices at 300 Xxxxxxxxxx Xx, Xxxx X Xxxxxx, XX 00000, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at Caribe Pxxxx Xxxxxx Xxxxxxxx 0xx Xxxxx, Xxxxxxxx Xx. #00, Xxx Xxxx, XX 00901.
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's ’s common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time EST on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line At-the-Market Financing Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Exxxxx Xxxxxxx X. Xxxxxxxx Name: Exxxxx Xxxxxxx Title: Senior Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President EXHIBIT A Registration Rights /s/ Dxx Xxxxxx Name: Dxx X. Xxxxxx Title: Chief Executive Officer On January 13, 2012, the Company entered into a Redemption Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation with Jxxx X. Xxxxxx (the "Company"“Redemption Agreement”), hereby elects to exercise its right pursuant . Pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund IIRedemption Agreement, LP Mx. Xxxxxx transferred and assigned 22,500,000 shares of the Company’s Common Stock (the “DutchessRedemption Shares”) to require Dutchess to purchase shares of its common stockthe Company. The Company hereby certifies that:
1and Mx. The undersigned is Xxxxxx agreed that the duly elected ______________ Redemption Shares would be cancelled and returned to the status of authorized but unissued shares of Common Stock. After signing the Redemption Agreement, the Company learned that one of the Company.
2original stock certificates representing Mx. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3Xxxxxx’x shares had been lost. The Company has performed in all material respects all covenants and agreements been working with its transfer agent, Corporate Stock Transfer, Inc. (“CST”), to be performed by cancel the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to stock certificate representing the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put DateRedemption Shares. All conditions to the delivery of this Put Notice are satisfied as As of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectivelythis Agreement, the “Public Disclosures”)Redemption Shares are still listed in the name of Jxxx X. Xxxxxx on the records of CST. Therefore, have been reviewed the number of issued and approved for release by outstanding shares on the Company’s attorneys and, if containing financial informationrecords of CST is currently 110,641,068. However, the Company’s independent certified public accountants10K reported that 88,141,068 shares were issued and outstanding, noting that this number took into account the redemption of the Redemption Shares. None The Company anticipates that the discrepancy will be resolved by the date of the Company’s Public Disclosures contain any untrue statement of a material fact next 10Q, or omit to state any material fact required to be stated therein or necessary to make the statements thereinMay 15, in the light of the circumstances under which they were made, not misleading2012.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) subject to Section 3(C) hereof, the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of the Company's common stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] INHC.INVESTMENT AGREEMENT.JUNE.2012 24 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx Dxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. INNOLOG HOLDINGS CORPORATION By: ______ Xxxxx Xxxx Xxx President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ Wxxxxxx X. Xxxxxxxxxx Executive Chairman of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1Board Principal Executive Officer By: Exxx Xxxxxx Chief Financial Officer
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, LTD. By: Xxxxxxx /s/ Douglas H. Leighton ------------------------------------ Douglxx X. Xxxxxxxx Managing Member of: Dutchess Capital ManagementXxxxxxxx, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEKXxxector DOMARK INTERNATIONAL, INC. By: ______ Xxxxx /s/ X. Xxxxxx Xxxx Xxx President ------------------------------------ R. Thomas Kidx, XXX LIST OX XXXXXXXX EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES SCHEDULE 4(A) SUBSIDIARIES EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 A EXHIBIT B FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: RE__________ [TRANSFER AGENT] Re: Put Notice Number Dear Xx. XxxxxxxxDomark International, Inc. Ladies and Gentlemen: This is We are counsel to inform you that as of todayDomark International, [Company Name]. an XXXXX Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The by and among the Company hereby certifies that:
1. The undersigned is the duly elected and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company.
2. There are no fundamental changes to 's common stock, $.001 par value per share (the information "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which would require names the Company Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to file the best of our knowledge, after telephonic inquiry of a post effective amendment member of the SEC's staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.
3. The Very truly yours, [Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Counsel] EXHIBIT C Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: :
(Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Period; this Agreement;
(Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ;
(Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and
(Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Name: Xxxx Xxxxx Xxxx Xxx President Title: Chief Executive Officer EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [TRANSFER AGENT] Re: ___________________ Ladies and Gentlemen: We are counsel to _________________, a ___________corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 2011 the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx: Xxxxxx, This is to inform you that as of today, [Company Name]. an XXXXX ___________, a ___________corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess Kodiak Capital Group, LLC to purchase shares of its common stock. The Company hereby certifies that:
1: The amount of this put is $__________. The undersigned is Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the duly elected Company are: The number of shares currently available for issuance on the S-1 for the Equity Line are: _________________________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior Regards, _____________ Date: Dear Mr. _________, Pursuant to the Put Notice Dategiven by ____________________________ ______to Kodiak Capital Group, LLC. on _________________ 2011 we are now submitting the amount of common shares for you to issue to Kodiak. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Kodiak Capital Group, LLC immediately and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions send via DWAC to the delivery of this Put Notice following account: Once these shares are satisfied as of cleared by us, we will have the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required funds wired to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1Regards,
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on or before the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS OPPORTUNITY FUND, II, LP By: /s/ Xxxxxxx X. Xxxxxxxx ________________________________ Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. AXIOLOGIX EDUCATION CORPORATION By: /s/ Xxxx X. Xxxxxx ______ Xxxxx Xxxx Xxx President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ___________________________ of the CompanyXxxx X. Xxxxxx, Chief Executive Officer Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's ’s common stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Eastern Time on the fourth Trading Day following the date hereof, file a current report on Form 86-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] NTCXF.INVESTMENT AGREEMENT.AUGUST.2015 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx Xxxxxxx X. Xxxxxxx President & CEO NTCXF.INVESTMENT AGREEMENT.AUGUST 2015 EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel U.S. Accredited Investor Certificate EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: ________________ RE: Put Notice Number ______ Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]NATCORE TECHNOLOGY, INC. an XXXXX a British Columbia corporation (the "“Company"”), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected _______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post post-effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.)laws. All SEC Filings filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares$ __________________.
6. The Pricing Period runs from _______________ until _______________.
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:: _______________
98. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1F-1 for the Equity Line are: _______________.
9. The Company shall transfer to the Investor _______________ Deposit Shares. NATCORE TECHNOLOGY, INC. By: Name: Title: Date: _______________ RE: NATCORE, INC. Dear _______________: Pursuant to the Put given by NATCORE TECHNOLOGY, INC. to Dutchess Opportunity Fund, II, LP on ____________ 20__, we are now submitting the amount of common shares sold. XXXXXX The Remaining Deposit shares are ______________ .. Please sign below and we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) subject to Section 3(c) hereof, the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of the Company's common stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ /s/Xxxxxx X. Xxxxx Xxxx Xxx President Xxxxxx X. Xxxxx Chief Executive Officer EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation Registration Rights Agreement (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public DisclosuresAgreement”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding dated as of May [•], 2011, by and between TurboSonic Technologies, Inc., a corporation organized under the Company are:
9. The number laws of shares currently available for resale pursuant to Delaware, USA (the Registration Statement on Form S-1“Company”), and Dutchess Opportunity Fund, II, LP, a Delaware limited partnership (the “Investor”).
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of the Company's common stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] AURT.INVESTMENT AGREEMENT.JUNE.2013 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS OPPORTUNITY FUND, II, LP By: Xxxxxxx Doxxxxx X. Xxxxxxxx Managing Xanaging Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEKATTUNE RTD, INC. By: ______ Shxxx Xxxxx Xxxx Xxx President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1Chairman & Chief Executive Officer AURT.INVESTMENT AGREEMENT.JUNE.2013
Appears in 1 contract
Samples: Investment Agreement (Attune RTD)
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of the Company's common stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President Xxxxxxx Xxxxxxxx Chief Executive Officer EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel Intentionally Omitted EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: _______________ RE: Put Notice Number ______________ Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an GTX Corp., a XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to _______________ shares.
6. The Pricing Period runs from _________________ until ______________________.
7. The Suspension Price is $ $___________________.
8. The current number of shares issued and outstanding as of the Company are:: _____________________.
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1S-1 for the Equity Line are:_________________________________. [Company Name] By: ______________________ Name: ______________________ Title: ______________________ Date: __________________ RE: GTX CORP. Dear ____________________: Pursuant to the Put given by GTX CORP. to Dutchess Opportunity Fund, II, LP on _______________ 20__, we are now submitting the amount of common shares for you to issue to Dutchess. Please deliver __________ shares without restrictive legend via book entry to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx
Appears in 1 contract
Samples: Investment Agreement (GTX Corp)
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, LTD. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management----------------------------------- Douglas H. Leighton, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEKDirector GLOBAL WARTAIRE, INC. By: ______ Xxxxx Xxxx Xxx President ----------------------------------- Sydney Harland, CEO LISX XX XXXXXXXS ------------------ EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION LIST OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1SCHEDULES -------------------
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of the Company's common stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx Xxxxxxx President and Chief Financial Officer EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: __________ RE: Put Notice Number __________ Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]EHOUSE GLOBAL, INC. an XXXXX a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to __________ shares.
6. The Pricing Period runs from __________ until __________.
7. The Suspension Price is $ $__________.
8. The current number of shares issued and outstanding as of the Company are:: __________
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1S-1 for the Equity Line are: _______________________. [Company Name] By: ____________________ Name: ____________________ Title: ____________________ Date: __________ RE: EHOUSE GLOBAL, INC. Dear ____________________: Pursuant to the Put given by EHOUSE GLOBAL, INC. to Dutchess Opportunity Fund, II, LP on _______________ 20__, we are now submitting the amount of common shares for you to issue to Dutchess. Please deliver __________ shares without restrictive legend via book entry to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any as provided in Section 3.12 of the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time EST on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares /s/ Rxx Xxxxxxx Name: Rxx Xxxxxxx Title: CEO This REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public DisclosuresAgreement”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding dated as of March 9, 2022 (the Company are:
9. The number of shares currently available for resale pursuant to “Execution Date”), is entered into by and between Bubblr, Inc., a Wyoming corporation with its principal executive office at 20 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 (the Registration Statement on Form S-1“Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 400 Xxxxxxx Xxxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 (the “Investor”).
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: :____________________________ Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital ManagementXxxxxxxx, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. Director By: :__________________________________ Xxxxx Xxxx Xxx President Xxxxxx, CEO EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Ladies and Gentlemen: We are counsel to Human Biosystems, Inc., a California corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx: , This is to inform you that as of today, [Company Name]. an XXXXX Human Biosystems, Inc., a California corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess Private Equities Fund, Ltd. to purchase shares of its common stock. The Company hereby certifies that:
1: The amount of this put is $__________. The undersigned is Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the duly elected Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ of the Company.
2Regards, _____________ Human Biosystems, Inc. Xxxxx Xxxxxx, CEO Date: Dear Xx. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior Xxxxxx, Pursuant to the Put Notice Dategiven by Human Biosystems, Inc., to Dutchess Private Equities Fund, Ltd. on _________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Dutchess Private Equities Fund, Ltd. immediately and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions send via DWAC to the delivery of this Put Notice following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are satisfied as of received by us, we will have the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required funds wired to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company. Regards, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1Xxxxxxx X. Xxxxxxxx
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock Common Shares at any time during a Pricing the Open Period; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Name: Title: Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President Name: Title: [SIGNATURE PAGE OF INVESTMENT AGREEMENT] EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE D U.S. Accredited Investor Certificate See attached. Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx: Mr.__________, This is to inform you that as of today, [Company Name]. an XXXXX ParcelPal Technology Inc., a British Columbia corporation (the "“Company"”), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess Tangiers Global, LLC to purchase shares of its common stockCommon Share. The Company hereby certifies that:
1: Put Amount in Shares__________. The undersigned is the duly elected Pricing Period runs from _______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8_______________. The current number of shares Common Shares issued and outstanding as of the Company are:
9is: _________________. The number of shares currently available for resale pursuant on the F-1 is: ________________________. Regards, By: __________________________________ Name: Title: Date: ________________ Dear ________, Pursuant to the Registration Statement Put given by ParcelPal Technology Inc., a British Columbia corporation organized under the laws of the Canada Business Corporations Act (the “Company”), to Tangiers Global, LLC (the “Investor”) on Form S-1_________________, 202_, we are now submitting the purchase price for the Common Shares. Purchase Price per Common Share _________________. Shares Being Purchased ___________________. Total Purchase Price _____________________. Please have a certificate bearing no restrictive legend issued to the Investor immediately and sent via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once the conditions of Section 2.5 have been met, we will have the funds wired to the Company. Regards, By: _________________________________ Name: Title: Managing Member
a) It is authorized to consummate the purchase of the Securities. (b) It has such knowledge, skill and experience in financial, investment and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and it is able to bear the economic risk of loss of its entire investment. To the extent necessary, the Investor has retained, at his or her own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the Agreement and owning the Securities.
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's ’s common stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Eastern Time on the fourth Trading Day following the date hereof, file a current report on Form 86-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx Xxxxxxx X. Xxxxxxx President & CEO EXHIBIT A Registration Rights Agreement EXHIBIT B Form of Opinion of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: ____________ RE: Put Notice Number __________ Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]NATCORE TECHNOLOGY, INC. an XXXXX a British Columbia corporation (the "“Company"”), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post post-effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.)laws. All SEC Filings filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to ________________ shares.
6. The Pricing Period runs from ________________ until ________________.
7. The Suspension Price is $ ________________.
8. The current number of shares issued and outstanding as of the Company are:: ________________
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1F-1 for the Equity Line are: ________________
10. The Company shall transfer to the Investor ___________ Deposit Shares. By: Name: Title: Date: ____________ RE: NATCORE, INC. Dear ____________: Pursuant to the Put given by NATCORE TECHNOLOGY, INC. to Dutchess Opportunity Fund, II, LP on _________ 20___, we are now submitting the amount of common shares sold. XXXXXX The Remaining Deposit shares are__________. Please sign below and we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Chief Financial Officer EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]SUNSHINE BIOPHARMA, INC. an XXXXX a Colorado corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
98. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1S-1 for the Equity Line are: .
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock Common Stock at any time during a Pricing the Open Period; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. WT CONSULTING GROUP, LLC By: Xxxxxxx X. Xxxxxxxx /s/ Bill Hirschy ----------------------------- Name: Bill Hirschy Title: Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEKHD VIEW 360, INC. By: ______ Xxxxx Xxxx Xxx President /s/ Dennis Mancino ----------------------------- Name: Dennis Mancino Title: Chief Executive Officer [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D B Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 A FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx: Mr.__________, This is to inform you that as of today, [Company Name]. an XXXXX HD View 360, Inc., a Florida corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess WT Conslulting Group, LLC to purchase shares of its common stock. The Company hereby certifies that:
1: Put Amount in Shares __________. The undersigned is the duly elected Pricing Period runs from _______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8_______________. The current number of shares of common stock issued and outstanding as of the Company are:
9is: _________________. The number of shares currently available for resale pursuant on the S-1 is: ________________________. Regards, HD View 360, Inc. By: __________________________________ Name: Dennis Mancino Title: Chief Executxxx Xxxxxxx EXHIBIT B PUT SETTLEMENT SHEET Date: ________________ Dear ________, Pursuant to the Registration Statement Put given by HD View 360, Inc. to WT Consulting Group, LLC. ("WT") on Form S-1_________________ 201_, we are now submitting the purchase price for the shares of common stock. Purchase Price per Share _________________. Shares Being Purchased___________________.
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: :
(Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Period; this Agreement;
(Bii) the Company shall, by 8:30 a.m. Boston Eastern US Time on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ;
(Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and
(Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT -------------------------------------- Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, IIKODIAK CAPITAL GROUP, LLC General Partner to: Dutchess Opportunity Fund/s/ Xxxx X. Xxxxxx ----------------------------------- Xxxx X. Xxxxxx, II, LP RADTEKManaging Director TRANSBIOTEC, INC. By: ______ /s/ J. Xxxxx Xxxx Xxx President Xxxxxxx ----------------------------------- J. Xxxxx Xxxxxxx, CEO LIST OF EXHIBITS ------------------------------------------------------------------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet ------------------------------------------------------------------------- EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 A EXHIBIT B FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: ------------------- Ladies and Gentlemen: We are counsel to _________________, a ___________corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 2012 the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC's staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] EXHIBIT C Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx: Xxxxxx, This is to inform you that as of today, [Company Name]. an XXXXX TransBiotec, Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess Kodiak Capital Group, LLC to purchase shares of its common stock. The Company hereby certifies that:
1: The amount of this put is $__________. The undersigned is Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the duly elected Company are: The number of shares currently available for issuance on the S-1 for the Equity Line are: ------------------------- Regards, ------------- EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Mr. _________, Pursuant to the Put given by TransBiotec, Inc., to Kodiak Capital Group, LLC on _________________ 2012 we are now submitting the amount of common shares for you to issue to Kodiak. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Kodiak Capital Group, LLC. immediately and send via DWAC to the following account: Once these shares are received by us, we will have the funds wired to the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1Regards,
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock Common Shares at any time during a Pricing the Open Period; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx /s/ Xxxx Xxx President Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE D U.S. Accredited Investor Certificate See attached. Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx: Mr. , This is to inform you that as of today, [Company Name]. an XXXXX ParcelPal Technology Inc., a British Columbia corporation (the "“Company"”), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess Tangiers Global, LLC to purchase shares of its common stockCommon Share. The Company hereby certifies that:
1: Put Amount in Shares . The undersigned is Pricing Period runs from until . The current number of Common Shares issued and outstanding is: . The number of shares currently available for resale on the duly elected F-1 is: . Regards, Title: Dear , Pursuant to the Put given by ParcelPal Technology Inc., a British Columbia corporation organized under the laws of the Canada Business Corporations Act (the “Company”), to Tangiers Global, LLC (the “Investor”) on ______________________ , 202_, we are now submitting the purchase price for the Common Shares. Purchase Price per Common Share . Shares Being Purchased . Total Purchase Price . Please have a certificate bearing no restrictive legend issued to the Investor immediately and sent via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once the conditions of Section 2.5 have been met, we will have the funds wired to the Company. Regards, Title: Managing Member
a) It is authorized to consummate the purchase of the Company.
2Securities. There are no fundamental changes (b) It has such knowledge, skill and experience in financial, investment and business matters as to be capable of evaluating the information set forth merits and risks of an investment in the Registration Statement which would require Securities and it is able to bear the Company to file a post effective amendment to economic risk of loss of its entire investment. To the Registration Statement.
3. The Company extent necessary, the Investor has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on retained, at his or prior to the Put Notice Dateher own expense, and shall continue to perform in all material respects all covenants relied upon, appropriate professional advice regarding the investment, tax and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as legal merits and consequences of the date hereofAgreement and owning the Securities.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock Common Stock at any time during a Pricing the Open Period; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx /s/ Jxxxxx Xxxxxx Name: Jxxxxx Xxxxxx Title: Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ /s/ Jxxx Xxxxx Xxxx Xxx President Name: Jxxx Xxxxx Title: Chief Financial Officer EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel Put Notice EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE See attached. Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx: Mr.__________, This is to inform you that as of today, [Company Name]. an XXXXX United Cannabis Corp., a Colorado corporation (the "“Company"”), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess Tangiers Global, LLC to purchase shares of its common stock. The Company hereby certifies that:
1: Put Amount in Shares __________. The undersigned is the duly elected Pricing Period runs from _______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8_______________. The current number of shares of common stock issued and outstanding as of the Company are:
9is: _________________. The number of shares currently available for resale pursuant on the S-1 is: ________________________. Regards, By: __________________________________ Name: Title: Date: ________________ Dear ________, Pursuant to the Registration Statement Put given by United Cannabis Corporation to Tangiers Global, LLC. (“TG”) on Form S-1_________________ 201_, we are now submitting the purchase price for the shares of common stock. Purchase Price per Share _________________. Shares Being Purchased___________________. Total Purchase Price _____________________. Please have a certificate bearing no restrictive legend issued to TG immediately and sent via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, By: _________________________________ Name: Title: Managing Member This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of August 31, 2018, (the “Execution Date”), is entered into by and between United Cannabis Corp. (the “Company”), a Colorado corporation, with its principal executive offices at 300 Xxxxxxxxxx Xx, Xxxx X Xxxxxx, XX 00000, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at Caribe Pxxxx Xxxxxx Xxxxxxxx 0xx Xxxxx, Xxxxxxxx Xx. #00, Xxx Xxxx, XX 00901.
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than except as described in Sections 3(C) and 3(L) and that the Investor will not sell any of the Company's common stock ’s Common Stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ /s/ Xxxxx Xxxx Xxx Xxxxx Xxxxx Xxxxx President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion and Chief Executive Officer (Principal Executive Officer) By: /s/ Xxxxxxxxx X. Xxxxxxx Xxxxxxxxx X. Xxxxxxx Vice President of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT Finance (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"Principal Financial and Accounting Officer), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
Samples: Investment Agreement (Bioject Medical Technologies Inc)
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on or before the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx Xxxxxxx Chief Executive Officer By: Xxxxxx Xxxxxxx Executive Vice President and Chief Financial Officer EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE DateOF EFFECTIVENESS OF REGISTRATION STATEMENT [TRANSFER AGENT] Re: REVIKING SYSTEMS, INC.. Ladies and Gentlemen: Put Notice Number Dear Xx. Xxxxxxxx: This is We are counsel to inform you that as of todayViking Systems, [Company Name]. an XXXXX Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into with by and among the Company and Dutchess Opportunity Fund Fund, II, LP (“Dutchess”the "Investor") pursuant to require Dutchess which the Company has agreed to purchase issue to the Investor shares of its the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. The Pursuant to the Investment Agreement, the Company hereby certifies that:
1also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). The undersigned is In connection with the duly elected Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-_____ ____) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the Company.
2. There are no fundamental changes to SEC's staff has advised us by telephone that the information set forth in SEC has entered an order declaring the Registration Statement which would require effective] [the Company Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to file the best of our knowledge, after telephonic inquiry of a post effective amendment member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.
3. The Very truly yours, [Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Counsel] Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: :
(Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Period; this Agreement;
(Bii) the Company shall, by 8:30 a.m. Boston Eastern US Time on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ;
(Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and
(Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx /s/ Rxxx X. Xxxxxxxx Xxxxxx Rxxx X. Xxxxxx, Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. Director By: ______ Xxxxx Xxxx Xxx President /s/ Jxxx X. Xxxxxxx Jxxx X. Xxxxxxx, Chairman EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: RE__________ [TRANSFER AGENT] Re: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ___________________ Ladies and Gentlemen: We are counsel to _________________, a ___________corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company.
2. There are no fundamental changes to 's common stock, without par value per share (the information "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 2010 the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which would require names the Company Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to file the best of our knowledge, after telephonic inquiry of a post effective amendment member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.
3. The Very truly yours, [Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Counsel] Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
Samples: Investment Agreement (Bella Petrellas Holdings, Inc.)
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: :
(AI) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Period; this Agreement;
(BII) the Company shall, by 8:30 a.m. Boston Eastern US Time on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ;
(CIII) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and
(DIV) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (AI) through (CIII) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, Managing Director By: /s/ Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital ManagementXxxxxx Xxxxxxx X. Xxxxxx, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Form of Company's Counsel Notice of Effectiveness of Registration Statement EXHIBIT C Form of Put Notice EXHIBIT D Form of Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares THIS REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is hereinafter referred to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public DisclosuresAgreement”), have been reviewed dated August 1, 2010 by and approved for release by between Wildcap Energy Inc., a Nevada corporation, with its principal office at 0000 Xxxx XxxXxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxx, XX 00000 (hereinafter referred to as the “Company’s attorneys and”), if containing financial informationand Kodiak Capital Group, LLC, a Delaware Limited Liability Company, with its principal office at Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (hereinafter referred to as the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading“Holder”).
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything Section 1.01 The Parties acknowledge the following:
(a) The Merger resulted in a Reconciliation Date, as defined in the Securities Purchase Agreement and the License Purchase Agreement, on the Merger Date.
(b) As of the Reconciliation Date, 7,270,843.24 Tritel Shares issued in the name of the Airwave Investor Indemnitors (the "Airwave Escrowed Shares") were held in escrow (the "Airwave Escrow") pursuant to the provisions of Section 8.9 of the Securities Purchase Agreement and the provisions of the Collateral Agency Agreement dated January 7, 1999, inter alia, to indemnify a Section 8.5 ----- ---- Indemnified Party against any Section 8.5 Losses (as such terms are defined in the Securities Purchase Agreement) incurred on or before the Reconciliation Date (the "Airwave Indemnity Obligation").
(c) As of the Reconciliation Date, 1,480,697 Tritel Shares issued in the name of Digital (the "Digital Escrowed Shares") were held in escrow (the "Digital Escrow") under the provisions of Section 7.6 of the License Purchase Agreement to indemnify a Section 7.2 Indemnified Party against any Section 7.2 Losses (as such terms are defined in the License Purchase Agreement) incurred on or before the Reconciliation Date (the "Digital Indemnity Obligation").
(d) As of the Reconciliation Date, the outstanding principal amount of the Old Mercury Note (as defined in the Securities Purchase Agreement) was $2,500,000, and accrued and unpaid interest thereon was $439,721. Said principal amount includes an advance of $343,598 to be provided by Tritel to Digital on the date this Agreement is executed by the Parties hereto and an advance of $50,000 to be provided by Tritel to Airwave on the date this Agreement is executed by the Parties. Tritel, Airwave and Digital agree that $938,982 of the Old Mercury Note shall be repaid by Airwave and $2,000,739 of the Old Mercury Note shall be repaid by Digital.
(e) Pursuant to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of the Company's common stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby Merger, each Tritel Share, including the Airwave Escrowed Shares and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying Digital Escrowed Shares, was converted, effective on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Reconciliation Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1into 0.76
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. (A) Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: :
(AI) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a this Agreement,will not sell the Company’s Common Stock during the Pricing Period; Period and the Investor will comply with the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock during the term of this Agreement;
(BII) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following or before the date hereofwhich is four (4) Trading Days after the Execution Date, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in by the other Equity Line Transaction Documents; ;
(CIII) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information;
(IV) in the event the Investor fails to acquire the Shares and pay the Purchase Price for Shares put to the Investor in breach of this Agreement, in addition to any penalties and other rights of the Company, the Investor agrees to return the Commitment Shares for cancellation to the Company immediately on demand, and if the Investor is unable or unwilling to return the Commitment Shares it will pay the value of the Commitment Shares to the Company in immediately available funds, calculated as the volume weighted average trading price of the Company’s stock on its Principal Market as at the Execution Date multiplied by the number of Commitment Shares issued to the Investor; and and
(DV) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. ByDate: __________ Xxxxx Xxxx Xxx President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX Orgenesis, Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess Kodiak Capital Group, LLC to purchase shares of its common stock. The Company hereby certifies that:
1the following. The undersigned amount of this put is $__________. The Pricing Period runs from __________until __________. The current number of shares issued and outstanding as of the duly elected Company are __________. The number of shares currently available for issuance under the Transaction Documents is __________. Regards, __________ Date: __________ Pursuant to the Put given by Orgenesis, Inc to Kodiak Capital Group, LLC on __________we are now submitting the amount of common shares for you to issue. Please have a certificate bearing no restrictive legend totaling __________shares issued to Kodiak Capital Group, LLC immediately and sent to __________. Once these shares are received by us, we will have the funds wired to the Company. DATE PRICE Day 1 VWAP Day 2 VWAP Day 3 VWAP Day 4 VWAP Day 5 VWAP PUT AMOUNT ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. LOWEST DAILY VWAP ______________ PURCHASE PRICE ______________ SHARES DUE TO INVESTOR ______________ AMOUNT WIRED TO COMPANY ______________ The Company undersigned has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in completed this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery as of this Put Notice are satisfied as __________ day of the date hereof__________ 201__.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock Common Stock at any time during a Pricing the Open Period; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital ManagementTxxxxxx Xxxxx, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. Chief Executive Officer By: ______ Xxxxx Xxxx Xxx President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Manager AmeriCann Invest. Agree 8-24-17 Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX AmeriCann, Inc., a Delaware corporation (the "“Company"”), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess Mountain States Capital, LLC to purchase shares of its common stockstock such that the Put Amount will be received by the Company on the Closing Date. The Company hereby certifies that:
1: Put Amount $ __________. Minimum Price: $____________ The undersigned is the duly elected Pricing Period runs from _______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8_______________. The current number of shares of common stock issued and outstanding as of the Company are:
9is: _________________. The number of shares currently available for resale pursuant on the S-1 is: ________________________. By: __________________________________ Name: Txxxxxx Xxxxx Title: Chief Executive Officer Date: ________________ Pursuant to the Registration Statement Put given by AmeriCann, Inc. to Mountain States Capital, LLC. on Form S-1_________________ 201_, we are now submitting the Purchase Price for the shares of common stock. Put Amount: $______________ Purchase Price per Share:$_________________. Shares Being Purchased: ___________________. Please have a certificate bearing no restrictive legend issued to Mountain States Capital, LLC immediately and sent via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, By: _________________________________ Manager
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] SECTION 15 PRIOR AGREEMENTS. The parties agree that upon signing of the Equity Line Transaction Documents, the prior agreements between the parties dated January 12, 2010 shall be deemed cancelled and both parties agree to operate under this Agreement. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President Xxxxxxxx Xxxxxxxxx, CEO EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE DateOF EFFECTIVENESS OF REGISTRATION STATEMENT [TRANSFER AGENT] Re: REPLATINUM STUDIOS, INC.. Ladies and Gentlemen: Put Notice Number Dear Xx. Xxxxxxxx: This is We are counsel to inform you that as of todayPlatinum Studios, [Company Name]. an XXXXX Inc.., a California corporation (the "Company"), hereby elects to exercise its right pursuant to and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into with by and among the Company and Dutchess Opportunity Fund Fund, II, LP (“Dutchess”the "Investor") pursuant to require Dutchess which the Company has agreed to purchase issue to the Investor shares of its the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. The Pursuant to the Investment Agreement, the Company hereby certifies that:
1also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). The undersigned is In connection with the duly elected Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-_____ ____) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the Company.
2. There are no fundamental changes to SEC's staff has advised us by telephone that the information set forth in SEC has entered an order declaring the Registration Statement which would require effective] [the Company Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to file the best of our knowledge, after telephonic inquiry of a post effective amendment member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.
3. The Very truly yours, [Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Counsel] Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] EPGL.INVESTMENT.AGREEMENT.OCTOBER.2007 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: By:/s/ Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital ManagementXxxxxxx X. Xxxxxxxx, IIDirector By:/s/ Xxxxxx X. Xxxxxxxxx, LLC General Partner to: Dutchess Opportunity FundXx. Xxxxxx X. Xxxxxxxxx, IIXx., LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President and CEO EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION LIST OF COMPANY’S COUNSEL (Attached) B-1 SCHEDULES FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Ladies and Gentlemen: We are counsel to EP Global Communications, Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.0001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx: , This is to inform you that as of today, [Company Name]. an XXXXX EP Global Communications, Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess Private Equities Fund, Ltd. to purchase shares of its common stock. The Company hereby certifies that:
1: The amount of this put is $__________. The undersigned is Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the duly elected Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ of the Company.
2Regards, _____________ Xxx Xxxxxxxxx, President & CEO EP Global Communications, Inc. Date: Dear Xx. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior Xxxxxxxxx, Pursuant to the Put Notice Dategiven by EP Global Communications, Inc., to Dutchess Private Equities Fund, Ltd. on _________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Dutchess Private Equities Fund, Ltd. immediately and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions send via DWAC to the delivery of this Put Notice following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are satisfied as of received by us, we will have the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required funds wired to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1Regards,
Appears in 1 contract
Samples: Investment Agreement (Ep Global Communications Inc)
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's ’s common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time EST on the fourth second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Member By: /s/ Xxxxxxx X. Xxxxxxxx Managing Member ofXxxxx Name: Dutchess Capital Management, II, LLC General Partner toXxxxxxx X. Xxxxx Title: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President Director EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 See attached. FORM OF PUT NOTICE DateOF EFFECTIVENESS OF REGISTRATION STATEMENT [TRANSFER AGENT] Re: REHypGen, Inc., Ladies and Gentlemen: Put Notice Number Dear Xx. Xxxxxxxx: This is We are counsel to inform you that as of todayHypGen, [Company Name]. an XXXXX Inc., a _________ corporation (the "“Company"”), hereby elects and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments, LLC(the “Investor”) pursuant to exercise its right pursuant which the Company has agreed to issue to the Investor shares of the Company’s common stock, $___ par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement Agreement, the Company also has entered into a Registration Rights Agreement with Dutchess Opportunity Fund II, LP the Investor (the “DutchessRegistration Rights Agreement”) pursuant to require Dutchess which the Company agreed, among other things, to purchase register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of its common stockCommon Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). The Company hereby certifies that:
1. The undersigned is In connection with the duly elected __Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- ___ (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that a member of the Company.
2. There are no fundamental changes to SEC's staff has advised us by telephone that the information set forth in SEC has entered an order declaring the Registration Statement which would require effective under the Company to file 1933 Act at on , 20 and we have no knowledge, after telephonic inquiry of a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as member of the date hereof.
4. The undersigned hereby representsSEC's staff, warrants that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required the Registrable Securities are available for sale under the Securities Exchange 1933 Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1Very truly yours, [Company Counsel] Date:
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's ’s common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by no later than 8:30 a.m. Boston Time EST on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President Xxxxxx Xxxxxx, Chief Executive Officer EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Form of Company's Counsel Notice of Effectiveness EXHIBIT C Form of Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 See attached. FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: RE__________ [TRANSFER AGENT] Re: Put Notice Number Dear Xx. XxxxxxxxVape Holdings, Inc. Ladies and Gentlemen: This is We are counsel to inform you that as of todayVape Holdings, [Company Name]. an XXXXX Inc, a Delaware corporation (the "“Company"”), hereby elects and have represented the Company in connection with that certain Investment Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments LLC(the “Investor”) pursuant to exercise its right pursuant which the Company has agreed to issue to the Investor shares of the Company’s common stock, $0.___par value per share(the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement Agreement, the Company also has entered into a Registration Rights Agreement with Dutchess Opportunity Fund II, LP the Investor (the “DutchessRegistration Rights Agreement”) pursuant to require Dutchess which the Company agreed, among other things, to purchase register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of its common stockCommon Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). The Company hereby certifies that:
1. The undersigned is In connection with the duly elected __Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that a member of the Company.
2. There are no fundamental changes to SEC's staff has advised us by telephone that the information set forth in SEC has entered an order declaring the Registration Statement which would require effective under the Company to file 1933 Act at ______ on __________, 20__ and we have no knowledge, after telephonic inquiry of a post effective amendment member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement.
3. The Very truly yours, [Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Counsel] Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: :____________________________ Xxxxx Xxxx Xxxxxxx X. Xxxxxxxx, Director By:__________________________________ Xxx President Xxxxxx Xxxx, CEO EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: RE__________ [TRANSFER AGENT] Re: Put Notice Number Dear Xx. XxxxxxxxSportsQuest, Inc. Ladies and Gentlemen: This is We are counsel to inform you that as of todaySportsQuest, [Company Name]. an XXXXX Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The by and among the Company hereby certifies that:
1. The undersigned is the duly elected and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company.
2. There are no fundamental changes to 's common stock, $.0001 par value per share (the information "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which would require names the Company Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to file the best of our knowledge, after telephonic inquiry of a post effective amendment member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.
3. The Very truly yours, [Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Counsel] Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: By:_/s/ Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: Leighton_______ Xxxxx Xxxxxxx X. Xxxxxxxx, Director By:_/s/ Xxxx Xxx President X. Chase______________ Xxxx X. Xxxxx, CFO and Director EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: RE__________ [TRANSFER AGENT] Re: Put Notice Number Dear Xx. XxxxxxxxEdgeline Holdings, Inc. Ladies and Gentlemen: This is We are counsel to inform you that as of todayEdgeline Holdings, [Company Name]. an XXXXX Inc.,a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The by and among the Company hereby certifies that:
1. The undersigned is the duly elected and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company.
2. There are no fundamental changes to 's common stock, $.08 par value per share (the information "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on December [__], 2007, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which would require names the Company Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to file the best of our knowledge, after telephonic inquiry of a post effective amendment member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.
3. The Very truly yours, [Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Counsel] Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: :
(Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Period; this Agreement;
(Bii) the Company shall, by 8:30 a.m. Boston Eastern US Time on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ;
(Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and
(Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx /s/RXXX XXXXXX Rxxx X. Xxxxxxxx Xxxxxx, Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. Director By: ______ Xxxxx Xxxx Xxx President /s/OXXXX XXXXX Oxxxx Xxxxx, Chief Executive Officer EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares THIS REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is hereinafter referred to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public DisclosuresAgreement”), have been reviewed dated September 15, 2010 by and approved for release by between Force Fuels, Inc., a Nevada Corporation, with its principal office at 4000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000 (hereinafter referred to as the “Company’s attorneys and”), if containing financial informationand Kodiak Capital Group, LLC, a Delaware Limited Liability Company, with its principal office at Oxx Xxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (hereinafter referred to as the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading“Holder”).
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's ’s common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time EST on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Executive Officer Schedule 4.3 Notes Payable, Warrants, and Options ONS Partners Pre-Bankruptcy Claim July 11, 2019 0% $ 20,000 Xxxx Xxxxxx Pre-Bankruptcy Claim July 11, 2019 0% 10,000 Xxxxxx X. Xxxxxxxx Managing Member of: Dutchess Xxxxxx Convertible Promissory Note July 11, 2017 8% 25,000 AUison Xxxxx Convertible Promissory Note July 16, 2017 8% 25,000 Homie Doroodian Convertible Promissory Note 8-Sep-17 8% 50,000 Xxxxxxx Xxxxx Convertible Promissory Note October 13, 2017 6% 25,000 Xxxxxxx Xxxxx Convertible Promissory Note October 28, 2017 6% 25,000 Vista Capital Management, IIInvestments, LLC General Partner to: Dutchess Opportunity FundConvertible Note May 10, II2019 8% 250,000 wcas Xxxxxx Convertible Note June 29, LP RADTEK2019 8% 130,000 Eagle F.quities, INCLLC Convertible Note July 28, 2018 8% 250,000 Xxxxx Xxxxxxxx Convertible Promissory Note December 30, 2017 6% 184,300 Xxxxx Xxxxxxxx Convertible Promissory Note December l9, 2017 6% 200,150 LSW Holdings, LLC Convertible Promissory Note November 19, 2017 6% 79,000 LSW Holdings, LLC Convertible Promissory Note January 11, 2018 6% 100,000 Whitestone Offices, LLC Note September l, 2019 0% 40,121 Total $1,413,571 Xxxxxxx Xxxxxx Warrant March 31, 2017 5 years 75,000 Xxxxx Xxxxxxxxx Warrant March 31, 2017 5 years 75,000 Poafpybitty Family, LLC Warrant July 27, 2017 3 years 500,000 Total 650,000 Xxxxx Xxxxx Options April 23, 2017 2 years 7,000,000 Xxxxxxx Xxxxxx Options April 23, 2017 2 years 175,000 Xxxxxxx Xxx Options April 23, 2017 2 years 175,000 Xxxxx Xxxxxxxxxx Options May 11, 2017 2 years 7,000,000 Xxxxxxx Xxxxxx Options May 11, 2017 2 years 175,000 Xxxxxxx Xxx Options May 11, 2017 2 years 175,000 Xxxxx Xxxxx Options June 30, 2017 2 years 13,000,000 Xxxxxxx Xxxxxx Options June 30, 2017 2 years 325,000 Xxxxxxx Xxx Options June 30, 2017 2 years 325,000 Xxxxx Xxxxx Options November 1, 2017 2 years 2,000,000 Xxxxxxx Xxxxxx Options November 1, 2017 2 years 50,000 Xxxxxxx Xxx Options November 1, 2017 2 years 50,000 Xxxxx Xxxxxxxxxx Options November 11, 2017 2 years 2,000,000 Xxxxxxx Xxxxxx Options November 11, 2017 2 years 50,000 Xxxxxxx Xxx Options November 11, 2017 2 years 50,000 Xxxxx Xxxxxxxxx Options 2-Jul-14 (1) 2,000,000 Total 34,550,000
(1) Issuable under Mr. Seeberget's employment contract. By: ______ Xxxxx Xxxx Xxx President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that Not issued as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1October 5,2017
Appears in 1 contract
Samples: Equity Financing Agreement (Rocky Mountain High Brands, Inc.)
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Chairman /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer and Principal Accounting Officer EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE DateOF EFFECTIVENESS OF REGISTRATION STATEMENT [TRANSFER AGENT] Re: REM-WISE, INC.. Ladies and Gentlemen: Put Notice Number Dear Xx. Xxxxxxxx: This is We are counsel to inform you that as of todayM-Wise, [Company Name]. an XXXXX Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into with by and among the Company and Dutchess Opportunity Fund Fund, II, LP (“Dutchess”the "Investor") pursuant to require Dutchess which the Company has agreed to purchase issue to the Investor shares of its the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. The Pursuant to the Investment Agreement, the Company hereby certifies that:
1also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). The undersigned is In connection with the duly elected Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-_____ ____) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the Company.
2. There are no fundamental changes to SEC's staff has advised us by telephone that the information set forth in SEC has entered an order declaring the Registration Statement which would require effective] [the Company Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to file the best of our knowledge, after telephonic inquiry of a post effective amendment member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.
3. The [Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Counsel] Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
Samples: Investment Agreement (M Wise Inc)
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: :
(Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Period; this Agreement and will not direct, advise, suggest or in any way recommend that any other person or entity sell the Company’s stock short, either directly or indirectly, during the term of this Agreement;
(Bii) the Company shall, by 8:30 a.m. Boston Eastern US Time on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ;
(Ciii) the he Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and
(Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. KODIAK CAPITAL GROUP, LLC By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. /s/ Xxxx Xxxxxx GREEN AUTOMOTIVE COMPANY By: ______ Xxxxx /s/ Xxxxxx Xxxx Xxx President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: ___________________ Ladies and Gentlemen: We are counsel to _________________, a ___________corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 2012 the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx: Xxxxxx, This is to inform you that as of today, [Company Name]. an XXXXX Green Automotive Company, a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess Kodiak Capital Group, LLC to purchase shares of its common stock. The Company hereby certifies that:
1: The amount of this put is $__________. The undersigned is Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the duly elected Company are: The number of shares currently available for issuance on the S-1 for the Equity Line are: ____________________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior Regards, __________________________ PUT SETTLEMENT SHEET Date: Dear Mr. _________, Pursuant to the Put Notice Dategiven by Green Automotive Company to Kodiak Capital Group, LLC on _________________ 2013 we are now submitting the amount of common shares for you to issue to Kodiak. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Kodiak Capital Group, LLC immediately and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions send to the delivery of this Put Notice following account: XXXXXXXXXXXXXXXXXXX Once these shares are satisfied as of received by us, we will have the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required funds wired to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company. Regards, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1Xxxx X. Xxxxxx
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not no sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital ManagementDUTCHESS PRIVATE EQUITIES FUND, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INCLTD. By: :______________________________ Xxxxx Xxxx Xxx President Douglas H. Leighton, Director ERX XXXXXXXX, XXX. By:_______________________________________ R. Greg Smith, Chief Financial Officer XXXX OF EXHIBITS ---------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (AttachedLIST OF SCHEDULES ----------------- Schedule 4(a) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1Subsidiaries
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of the Company's common stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] AURT.INVESTMENT AGREEMENT.JUNE.2013 SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS OPPORTUNITY FUND, II, LP By: Xxxxxxx Douxxxx X. Xxxxxxxx Managing Xxnaging Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEKATTUNE RTD, INC. By: ______ Shaxx Xxxxx Xxxx Xxx President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1Chairman & Chief Executive Officer AURT.INVESTMENT AGREEMENT.JUNE.2013
Appears in 1 contract
Samples: Investment Agreement (Attune RTD)
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's ’s common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time EST on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. GHS INVESTMENTS, LLC By: /s/ Xxxxxxx X. Xxxxxxxx Managing Xxxxx Name: Xxxxxxx Xxxxx Title: Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEKRICH PHARMACEUTICALS, INC. By: ______ /s/ Xxx Xxxxx Xxxx Xxx President Xxxxx, CEO EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 See attached. FORM OF PUT NOTICE DateOF EFFECTIVENESS OF REGISTRATION STATEMENT [TRANSFER AGENT] Re: RERich Pharmaceuticals, Inc. Ladies and Gentlemen: Put Notice Number Dear Xx. Xxxxxxxx: This is We are counsel to inform you that as of todayRich Pharmaceuticals, [Company Name]. an XXXXX Inc., a Nevada corporation (the "“Company"”), hereby elects and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments LLC(the “Investor”) pursuant to exercise its right pursuant which the Company has agreed to issue to the Investor shares of the Company’s common stock, $___ par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement Agreement, the Company also has entered into a Registration Rights Agreement with Dutchess Opportunity Fund II, LP the Investor (the “DutchessRegistration Rights Agreement”) pursuant to require Dutchess which the Company agreed, among other things, to purchase register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of its common stockCommon Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). The Company hereby certifies that:
1. The undersigned is In connection with the duly elected __Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that a member of the Company.
2. There are no fundamental changes to SEC's staff has advised us by telephone that the information set forth in SEC has entered an order declaring the Registration Statement which would require effective under the Company to file 1933 Act at on , 20 and we have no knowledge, after telephonic inquiry of a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as member of the date hereof.
4. The undersigned hereby representsSEC's staff, warrants that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required the Registrable Securities are available for sale under the Securities Exchange 1933 Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1Very truly yours, [Company Counsel] Date:
Appears in 1 contract
Samples: Equity Financing Agreement (Rich Pharmaceuticals, Inc.)
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock Common Stock at any time during a Pricing the Open Period; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. TANGIERS GLOBAL, LLC By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INCUNITED CANNABIS CORP. By: ______ Xxxxx Xxxx Xxx President /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares A REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public DisclosuresAgreement”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding dated as of December 28, 2016 (the Company are:
9“Execution Date”), is entered into by and between United Cannabis Corp. (the “Company”), a Colorado corporation, with its principal executive offices at 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000 and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at Caribe Xxxxx Xxxxxx Xxxxxxxx 0xx Xxxxx, Xxxxxxxx Xx. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1#00, XX 00000.
Appears in 1 contract
Samples: Investment Agreement
ACKNOWLEDGEMENTS OF THE PARTIES. (A) Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: :
(AI) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Period; this Agreement and the Investor will comply with the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock during the term of this Agreement;
(BII) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following or before the date hereofwhich is four (4) Trading Days after the Execution Date, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in by the other Equity Line Transaction Documents; ;
(CIII) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and
(DIV) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx Xxxx X. Xxxxxxxx Managing Member ofXxxx, its Officer duly authorized August 7, 2013 By: Dutchess Capital ManagementXxxx X. Xxxxxx, IIits Officer duly authorized August 7, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By2013 Date: __________ Xxxxx Xxxx Xxx President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX Powerdyne International, Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess Kodiak Capital Group, LLC to purchase shares of its common stock. The Company hereby certifies that:
1the following. The undersigned amount of this put is $__________. The Pricing Period runs from __________ until __________. The current number of shares issued and outstanding as of the duly elected Company are __________. The number of shares currently available for issuance under the Transaction Documents is __________. Regards, /s/ Xxxx X. Euga_______________________________ By: Xxxx X. Xxxx, its Officer duly authorized Date: __________ Pursuant to the Put given by Powerdyne International, Inc. to Kodiak Capital Group, LLC on __________ we are now submitting the amount of common shares for you to issue. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Kodiak Capital Group, LLC immediately and sent to __________. Once these shares are received by us, we will have the funds wired to the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
Samples: Investment Agreement (Powerdyne International, Inc.)
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-non- public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] ELED INVESTMENT AGREEMENT JULY.2014 25 SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS OPPORTUNITY FUND, II, L.P. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President Xxxxxx Xxxxxx Cheif Executive Officer ELED INVESTMENT AGREEMENT JULY.2014 26 LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet ELED INVESTMENT AGREEMENT JULY.2014 27 EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares A REGISTRATION RIGHTS AGREEMENT (Attached) A-1 EXHIBIT B OPINION OF COMPANY’S COUNSEL (Attached) B-1 EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]ENERGIE HOLDINGS, INC. an XXXXX a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1S- 1 for the Equity Line are: . [Company Name] [Company Name] By: Name: Title: EXHIBIT D FORM OF PUT SETTLEMENT SHEET Date: RE: ENERGIE HOLDINGS, INC. Dear : Pursuant to the Put given by ENERGIE HOLDINGS, INC. to Dutchess Opportunity Fund, II, LP on 20__, we are now submitting the amount of common shares for you to issue to Dutchess. Please deliver shares to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, LTD. By: /s/ Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management----------------------- Xxxxxxx X. Xxxxxxxx, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEKDirector SMOKY MARKET FOODS, INC. By: ______ Xxxxx Xxxx Xxx President /s/ Xxxxxx Xxxxxxxx ------------------- Xxxxxx Xxxxxxxx, CEO LIST OF EXHIBITS ---------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Form of Company's Counsel Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 A [SEE ATTACHED] EXHIBIT B FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Smoky Market Foods, Inc. Ladies and Gentlemen: We are counsel to Smoky Market Foods, Inc., a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the resale of shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (including any amendments thereof the "Registration Statement") with the Securities and Exchange Commission (the "SEC") registering under the 1933 Act, among other securities, the re-sale of ______________ shares of Common Stock (subject to adjustment for stock splits and similar transaction) (the "Registrable Securities") by the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to our knowledge, as of the date hereof no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] EXHIBIT C Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx: , This is to inform you that as of today, [Company Name]. an XXXXX Smoky Market Foods, Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess Private Equities Fund, Ltd. (the "Investor") to purchase shares of its common stock. The Company hereby certifies that:
1: The amount of this put is $__________. The undersigned is Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the duly elected Company are: ____________________________________________ Assuming the Investor has previously sold all shares of common stock issued to it under the Company.
2. There are no fundamental changes to Investment Agreement, the information set forth in number of shares registered for re-sale under the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3on Form SB-2, File No. The Company has performed in all material respects all covenants and agreements to be performed 333-________________ by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior Investor that have not be sold are: _________________________. Regards, /s/ Xxxxxx Xxxxxxxx ------------------- Xxxxxx Xxxxxxxx, CEO Smoky Market Foods, Inc. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Xx. Xxxxxxxx, Pursuant to the Put Notice Dategiven by Smoky Market Foods, and shall continue Inc., to perform in all material respects all covenants and agreements Dutchess Private Equities Fund, Ltd. on _________________ 200_, we are now submitting the amount of common shares for you to be performed by issue to Dutchess. Please have a certificate representing __________ shares (the Company through the applicable "Put Date. All conditions Shares") issued to the delivery of this Put Notice are satisfied as of the date hereof.
4Dutchess Private Equities Fund, Ltd. Immediately. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), Put Shares have been reviewed offered and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale sold pursuant to the Registration Statement on Form S-1SB-2, File No. 333-___________ and the prospectus that is part thereof. The offer and sale of such Put Shares were in accordance with the plan of distribution set forth in the prospectus and all applicable state and federal securities laws. The selling stockholder or his/her/its agent complied with the prospectus delivery requirements under the Securities Act of 1933, as amended, in connection with such offer and sale. Accordingly, please issue the certificate representing the Put Shares without restrictive legend. The Put Shares should be issued in the name of Dutchess Private Equities Fund, Ltd. immediately and sent via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Regards, /s/ Xxxxxxx X. Xxxxxxxx ----------------------- Xxxxxxx X. Xxxxxxxx
Appears in 1 contract
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's ’s common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time EST on the fourth second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President EXHIBIT A Registration ARegistration Rights Agreement EXHIBIT B Opinion BNotice of Company's Counsel Effectiveness EXHIBIT C Put CPut Notice EXHIBIT D Put DPut Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 See attached. FORM OF PUT NOTICE DateOF EFFECTIVENESS OF REGISTRATION STATEMENT [TRANSFER AGENT] Re: RENewBridge Global Ventures, Inc., Ladies and Gentlemen: Put Notice Number Dear Xx. Xxxxxxxx: This is We are counsel to inform you that as of todayNewBridge Global Ventures, [Company Name]. an XXXXX Inc., a Delaware corporation (the "“Company"”), hereby elects to exercise its right and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments LLC(the “Investor”) pursuant to which the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) Company has agreed to require Dutchess issue to purchase the Investor shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to ’s common stock, $0.0001 par value per share (the information “Common Stock”) on the terms and conditions set forth in the Registration Statement which would require Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to file a post effective amendment which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by Rights Agreement), including the Company and has complied in all material respects with all obligations and conditions contained in this shares of Common Stock issued or issuable under the Investment Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 19341933, which include Forms 00-X, 00-X, 0-X, xxx.as amended (the “1933 Act”). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by In connection with the Company’s attorneys andobligations under the Registration Rights Agreement, if containing financial informationon , 20 , the Company’s independent certified public accountantsCompany filed a Registration Statement on Form S- 1 (File No. None - ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that a member of the Company’s Public Disclosures contain any untrue statement SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at on , 20 and we have no knowledge, after telephonic inquiry of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light member of the circumstances under which they were madeSEC's staff, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and outstanding as of the Company are:
9. The number of shares currently Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement on Form S-1Very truly yours, [Company Counsel] Date:
Appears in 1 contract
Samples: Equity Financing Agreement (NewBridge Global Ventures, Inc.)
ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (Ai) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of short the Company's common stock at any time during a Pricing Periodthis Agreement; (Bii) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (Ciii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (Div) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (Ai) through (Ciii) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Equity Fund, II, LP RADTEK, INC. By: ______ Xxxxx Xxxx Xxx President Xxxxxx Xxxxxxxx, Chief Financial Officer & Treasurer By: Xxxxxxx Xxxxxxxx, Chief Executive Officer EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel Intentionally Omitted EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Global Trek Xploration, Inc. LOCiMOBILE, Inc. Code Amber News Service, Inc. Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice Date, and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the applicable Put Date. All conditions to the delivery of this Put Notice are satisfied as of the date hereof.
4. The undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act of 1934, which include Forms 00-X, 00-X, 0-X, xxx.). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”), have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants. None of the Company’s Public Disclosures contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
5. The amount of this put is up to shares.
6. The Pricing Period runs from until .
7. The Suspension Price is $ .
8. The current number of shares issued and outstanding as of the Company are:
9. The number of shares currently available for resale pursuant to the Registration Statement on Form S-1
Appears in 1 contract
Samples: Investment Agreement (GTX Corp)
