Advisory Shares Clause Samples

Advisory Shares. Section 3.4 of the Consulting Agreement is hereby amended to provide that the Advisory Shares issuable to the Consultant shall be in the form of a new class of Series C Preferred Stock (the “Series C Preferred Stock”) to be designated in lieu of Common Stock. The Series C Preferred Stock shall be junior to all other series of preferred stock of the Company, par value $0.0001 per share, pari passu with the Common Stock, have the same rights and preferences as the Common Stock, be convertible into Common Stock on a 1:1 ratio, and include a 4.99% beneficial ownership limitation, ensuring that no single holder may beneficially own more than 4.99% of the Company’s outstanding shares of Common Stock at any time.

Advisory Shares. In connection with the issuance of the Advisory Shares pursuant to Section 5(a) of this Agreement to the Service Provider: (a) Service Provider represents and warrants to the Company as follows: (i) Service Provider is acquiring the Advisory Shares for its own account and with the present intention of holding the Advisory Shares for the purposes of investment, and not with a view towards, or for resale in connection with, the public sale or distribution thereof; (ii) Service Provider, as of the date hereof, is an “accredited investor” as that term is defined in Rule 501 of Regulation D. Service Provider, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Advisory Shares, and has so evaluated the merits and risks of such investment. Service Provider is able to bear the economic risk of an investment in the Advisory Shares and, at the present time, is able to afford a complete loss of such investment; (b) The Company represents and warrants to the Service Provider that the Advisory Shares have been duly authorized and, upon issuance, the Advisory Shares will be duly and validly issued, fully paid and non-assessable. There are no preemptive or similar rights of any stockholder of the Company or any other Person to acquire any of the Advisory Shares. The Common Stock is quoted on the OTC Market’s OTCQB Marketplace. The Company knows of no reason that the Advisory Shares will be ineligible for trading on the OTC Market’s OTCQB Marketplace.

Advisory Shares. In consideration for the services provided hereunder, the Company shall issue to the Manager one hundred sixty thousand (160,000) Ordinary Shares of the Company (the “Advisory Shares”) on Closing Date under the Securities Purchase Agreement. The Advisory Shares shall vest linearly over a period of three (3) years from the date of issue to the Manager. If either the Company or Manager terminate the agreement within the first year, the Advisory Shares shall be cancelled.

Advisory Shares. The Company agrees to issue to Lender or its nominee 60,000 shares of its common stock as consideration for advisory services (the “Advisory Shares”) payable at the Effective Date. The Advisory Shares will be issued to assist the Company in developing its online sales market in China, including collaborations with major online product selling platforms in China. The Advisory Shares are deemed fully earned upon the Effective Date.

Advisory Shares. (a) In connection with the issuance of the Advisory Shares, each Investor, for itself and no other Investor, makes the following representations: (i) Such Investor is acquiring the Advisory Shares for its own account, not as nominee or agent, and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act; provided that by, making the representations herein, such Investor does not agree to hold any of the Advisory Shares for any minimum or specific term and reserves the right to dispose of the Advisory Shares at any time in accordance with, or pursuant to, a registration statement or an exemption from the registration requirements of the Securities Act. (ii) Such Investor understands that (A) the Advisory Shares have not been registered under the Securities Act; (B) the Advisory Shares are being issued pursuant to an exemption from registration, based in part upon the Parent’s reliance upon the statements and representations made by the Investors in this Agreement, and the Advisory Shares must be held by such Investor indefinitely, and such Investor must, therefore, bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration; (C) each certificate representing the Advisor Shares will be endorsed with the following legend, and each book entry evidencing the Advisory Shares shall contain the following notation, until the earlier of (1) the time at which the Advisory Shares have been sold under a registration statement under the Securities Act, or (2) the date on which the Advisory Shares may be immediately sold without registration and without restriction (including without limitation as to sales volume by the holder thereof) as to the number of Advisory Shares to be sold pursuant to Rule 144 under the Securities Act or otherwise: THESE SHARES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAW...