Capital Corp stating that you want to cancel your purchase. You must send the notice before midnight on the second business day after you sign the agreement to purchase the securities. You can send the notice by fax or email or deliver it in person to V.W.
Capital Corp. Address: Xxxxx 000, 00000 - 00xx Xxxxxx Fax: 000-000-0000 E-mail: xxxxxx@xxxxxxxxxx.xxx They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you: • the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and • the securities do not have to be sold by an investment dealer registered with a securities regulatory authority or regulator. There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities. Read the offering memorandum carefully because it has important information about the issuer and its securities. Keep the offering memorandum because you have rights based on it. Talk to a lawyer for details about these rights. You will not get professional advice about whether the investment is suitable for you. But you can still seek that advice from a registered adviser or registered dealer. In Alberta, Manitoba, Northwest Territories, Nunavut, Xxxxxx Xxxxxx Island, Québec and Saskatchewan to qualify as an eligible investor, you may be required to obtain that advice. The securities you are buying are not listed on any stock exchange, and they may never be listed. You may never be able to sell these securities. A non-reporting issuer does not have to publish financial information or notify the public of changes in its business. You will not receive ongoing information about this issuer. For more information on the exempt market, call your local securities regulatory authority or regulator. Telephone: 000-000-0000 Toll free (B.C. & Alberta): 1-800-373-6393 Website: xxx.xxxx.xx.xx Telephone: 000-000-0000 Toll free: 0-000-000-0000 Website: xxx.xxxxxxxxxxxxxxxxx.xxx Telephone: 000-000-0000 Toll free (Manitoba): 0-000-000-0000 Website: xxx.xxx.xxx.xx.xx The Subscriber represents and warrants to the Company that the Subscriber has read the following definition of an ‘eligible investor’ from National Instrument 45-106 Prospectus and Registration Exemptions and certifies that the Subscriber is an ‘eligible investor’ by virtue of falling into one or more of the categories indicated below: (initial as appropriate)
Capital Corp s/ Douglas E. Barnett ------------------------ Douglas E. Barnett Xxxxxxxxx Xxxx President UGS Corp. UGS Corp. /s/ Douglas E. Barnett ------------------------ Douglas E. Barnett Xxxxxxxxx Xxxx President Optionee /s/ Anthony J. Affuso ------------------------ Name: Anthony J. Affuso Rollover Class Option Agreement SCHEDULE A VESTING SCHEDULE Total number of Option Shares: 8,444.44 25%Shares are exercisable on or after the grant of the Option; an additional 37.5% Shares are exercisable on and after the one year anniversary of the grant of the Option; and an additional 37.5% Shares are exercisable on and after the two year anniversary of the grant of the Option. SCHEDULE B CONDITIONAL DEFERRED CASH AWARD Total amount of conditional deferred cash award: $684,000.00 UGS CAPITAL CORP. AND UGS CAPITAL CORP. II 2004 MANAGEMENT INCENTIVE PLAN THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG UGS CAPITAL CORP., UGS CAPITAL CORP. II, UGS HOLDINGS, INC., UGS CORP. AND CERTAIN STOCKHOLDERS OF UGS CAPITAL CORP. AND UGS CAPITAL CORP. II, DATED AS OF MAY 24, 2004 (THE "STOCKHOLDERS AGREEMENT"). UGS CAPITAL CORP. II STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES. THANK YOU. UGS CAPITAL CORP. II NON-QUALIFIED ROLL-OVER OPTION AND CONDITIONAL DEFERRED CASH AWARD AGREEMENT This Agreement evidences a stock option granted by UGS Capital Corp. II, a Delaware corporation (the "Company") and a deferred cash award conditionally payable by UGS Corp., a Delaware corporation and an indirect subsidiary of the Company ("UGS Corp."), to the undersigned (the "Optionee"), pursuant to, and subject to the terms of, the UGS Capital Corp. and UGS Capital Corp. II 2004 Management Incentive Plan (the "Plan"), which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt.
Capital Corp agrees to pay Subservicer the fees established by Subservicer from time to time for services rendered pursuant to this Agreement. The current fee schedule is attached to this Agreement as Schedule A. Increases or decreases in such schedule may be made from time to time; provided however, that Capital Corp. shall be given 60 days written notice prior to the effective date of any change in the fee schedule. Such effective date shall be the beginning of a calendar quarter (April 1, July 1, October 1, January 1). Statements for services rendered will be provided on a monthly basis and are payable upon receipt.
Capital Corp shall become effective as of the date hereof. In the event that either of the transactions described in this Section 33(b) occur on or after the date hereof and prior to the Amendment No. 5 Effective Date, the requirement that no Default or Event of Default shall have occurred or be continuing, or would result therefrom, shall not apply thereto.
Capital Corp. Texas Pacific Goldxxx, Xxchs Capital Partners The Beacon Group Harbourton Corporation The Crossroads Group* Harvest Fund Partnership, LP Torch Energy Finance Highgate Holdings Trust Company of the West Hunt Xxxancial Corporation Union Bank of California ING Barings Warburg Pincxx Xxxx Xxxcxxx Xxxual Life Insurance Company Yorktown Partners, LLC Johnxxxx & Xleix * To be addressed later. 10 SECOND AMENDMENT TO FINANCIAL ADVISORY FEE AGREEMENT This Amendment is made and entered as of this 15th day of July, 1999, by and among Probex Corporation, a Colorado corporation ("Probex"), Silver Lake Industries, Inc., a Texas corporation ("Silver Lake"), Brycap Investments, Inc., a Texas corporation ("Brycap") and Davix X. Xxxxxxxxxx, x Texas resident ("DES") (hereinafter Silver Lake, Brycap and DES are collectively referred to as "SBS").
Capital Corp shall be liable for all charges incurred for services performed pursuant to this Agreement up to the termination date.
Capital Corp. Suite 111, 00000 – 00xx Xxxxxx Xxxxxxx, British Columbia V2Y 1N4
Capital Corp. Dear Xx. Xxxxxx: This letter seeks to define and confirm the terms of engagement of Data Capital Corp., a Delaware corporation, with offices located at 000 Xxxx Xxxxxx Xxxxx #00000 Xxx Xxxx, XX 00000 (“DATA CAPITAL CORP.”, “Structuring Agent”, “DCC” and/or “Finder”) by Highlight Networks, Inc., a Nevada Corporation, having its principal place of business at 0000 Xxxxx Xxxxxx, Xxxx, XX 00000, together with its successors, assigns, subsidiaries and affiliates (hereinafter referred to as “HNET”), made as of the date countersigned below.
