LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, 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 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] [Missing Graphic Reference] EXHIBIT C Date:
Appears in 6 contracts
Samples: Investment Agreement (Mezey Howarth Racing Stables, Inc.), Investment Agreement (Mezey Howarth Racing Stables, Inc.), Investment Agreement (Mezey Howarth Racing Stables, Inc.)
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. ___________________ Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables_________________, Inc.,a Nevada 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, $.001 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 ____________ ___, 2006, 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 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 effectiveeffective ] [the Registration Statement has become effective]under 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] [Missing Graphic Reference] EXHIBIT C Date:
Appears in 5 contracts
Samples: Investment Agreement (Chineseinvestors.com, Inc.), Investment Agreement (Penny Auction Solutions Inc), Investment Agreement (Xtreme Oil & Gas, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT D G Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT DateEXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesEGPI Firecreek, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, 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 Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by EGPI Firecreek, Inc., on Form _____ on __________, 200X was declared effective on _________, 200X. This letter shall confirm that ______________ shares of the common stock of EGPI Firecreek, Inc., are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, cc: . EXHIBIT E EXHIBIT F Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, EGPI Firecreek, Inc., a Nevada corporation (the "InvestorCompany") ), hereby elects to exercise its right pursuant to which the Investment Agreement to require Dutchess Private Equities Fund, II, LP. to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company has agreed to issue to the Investor shares of the Company's common stockare: Regards, $.001 par value per share (the "Common Stock") on the terms Xxxxxx Xxxxxxxxx Chairman and conditions set forth in the Investment Agreement. CFO EGPI Firecreek, Inc. 33 EXHIBIT G PUT SETTLEMENT SHEET Date: Xxxxxx, Pursuant to the Investment AgreementPut given by EGPI Firecreek, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant Inc. to which the Company agreedDutchess Private Equities Fund, among other thingsII, 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, L.P. on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No200x, we are now submitting the amount of common shares for you to issue to Dutchess. 333-Please have a certificate bearing no restrictive legend totaling ________) (the "Registration Statement") with the Securities __ shares issued to Dutchess Private Equities Fund, II, LP immediately and Exchange Commission (the "SEC") relating send via DWAC to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoingfollowing account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we advise you that [a member of will have 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 funds wired to the best Company. Regards, Xxxxxxx X. Xxxxxxxx 34 DATE. . . . . . . . . . . . . . . . . . . . . PRICE Date of our knowledgeDay 1 . . . . . . . . . . . . . . . . Closing Bid of Day 1 Date of Day 2 . . . . . . . . . . . . . . . . Closing Bid of Day 2 Date of Day 3 . . . . . . . . . . . . . . . . Closing Bid of Day 3 Date of Day 4 . . . . . . . . . . . . . . . . Closing Bid of Day 4 Date of Day 5 . . . . . . . . . . . . . . . . Closing Bid of Day 5 LOWEST 1 (ONE) CLOSING BID IN PRICING PERIOD ------------ PUT AMOUNT ------------ AMOUNT WIRED TO COMPANY ------------ PURCHASE PRICE (95% (NINETY-FIVE PERCENT)) ------------ AMOUNT OF SHARES DUE ------------ The undersigned has completed this Put as of this ___th day of _________, after telephonic inquiry of a member of the SEC’s staff20xx. EGPI Firecreek, no stop order suspending its effectiveness has been issued Inc. Xxxxxx Xxxxxxxxx, Chairman 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] [Missing Graphic Reference] EXHIBIT C Date:CFO SCHEDULE 4(c) CAPITALIZATION 36 SCHEDULE 4(e) CONFLICTS 37 SCHEDULE 4(g) MATERIAL CHANGES 38 SCHEDULE 4(h) LITIGATION 39 SCHEDULE 4(l) INTELLECTUAL PROPERTY 40 SCHEDULE 4(n) LIENS 41 SCHEDULE 4(t) CERTAIN TRANSACTIONS
Appears in 2 contracts
Samples: Investment Agreement (Egpi Firecreek, Inc.), Investment Agreement (Egpi Firecreek, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesPGI Energy Fund I Series 2010, Inc.,a Nevada , a Texas 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 _________________________ Kodiak Capital Group, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 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 ’s obligations under the Registration Rights Agreement, on ____________ ___April , 2006, 2010 the Company filed a Registration Statement on Form S- ___ (File No. 333-________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 ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] effective [the Registration Statement has become effective]under 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 yoursRespectfully submitted, [Company Counsel] [Missing Graphic Reference] XXXXXXXX & XXXXXX, LLP BY: Xxxxxxxxxx X. XxXxxx EXHIBIT C Date:: RE: Put Notice Number Dear Xx. Xxxxxx, This is to inform you that as of today, ., a Texas corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require Kodiak Capital Group, LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ . The Pricing Period runs from until . The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the S-1 for the Equity Line are: Regards, EXHIBIT D
Appears in 2 contracts
Samples: Investment Agreement (Pgi Energy Fund I Series-2010,inc), Investment Agreement (Pgi Energy Fund I Series-2010,inc)
LIST OF EXHIBITS. 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 [Missing Graphic Reference] 37 EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: [TRANSFER AGENT] Re: Ladies and Gentlemen: We are counsel to _________________, a __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, 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 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 ____________ ___, 2006, 2013 the Company filed a Registration Statement on Form S- 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 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 '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] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number ____ Dear Xx. Xxxxxx, This is to inform you that as of today, ___________, a _________ corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Kodiak Capital Group, LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ ________. The Pricing Period runs from __________ until ________. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the S-1 for the Equity Line are; ______________________________ Regards, __________________ EXHIBIT D PUT SETTLZMENT SHEET Date: Dear Mr. ______________, Pursuant to the Put given by ____________________________ 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 send via DWAC to the following account: XXXXXXXXXXXXXXXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards,
Appears in 2 contracts
Samples: Investment Agreement (Greenkraft, Inc.), Investment Agreement (Sunrise Global Inc.)
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic ReferenceREGISTRATION RIGHTS AGREEMENT] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. [COMPANY] Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables[COMPANY], Inc.,a Nevada 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, $.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 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 ____________ ___, 200620__, 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 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] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 2 contracts
Samples: Investment Agreement (New America Energy Corp.), Investment Agreement (New America Energy Corp.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesClean Energy Technologies, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesClean Energy Technologies, Inc.,a Nevada , a _______corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 2 contracts
Samples: Equity Financing Agreement (Clean Energy Technologies, Inc.), Equity Financing Agreement (Clean Energy Technologies, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesNaturalShrimp Incorporated, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesNaturalShrimp Incorporated, Inc.,a a ____________ Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 2 contracts
Samples: Equity Financing Agreement (NaturalShrimp Inc), Equity Financing Agreement (NaturalShrimp Inc)
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Exhibit B - Operating Costs, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018 EXHIBIT A Registration Rights Agreement OUTLINE OF PREMISES EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, 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 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] [Missing Graphic Reference] EXHIBIT C Date:B
Appears in 2 contracts
Samples: Office Lease Agreement (Dermavant Sciences LTD), Office Lease Agreement (Dermavant Sciences LTD)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesVNUE, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesVNUE, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:: RE: Put Notice Number __ Dear Mr./Ms._______________, This is to inform you that as of today, VNUE, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $_______________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due: _______________. The current number of shares of common stock issued and outstanding is: _______________. The number of shares currently available for issuance on the S-1 is: _______________. Regards, VNUE, Inc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by VNUE, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title
Appears in 2 contracts
Samples: Equity Financing Agreement (VNUE, Inc.), Equity Financing Agreement (VNUE, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. [Insert Company Name] Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables[insert Company Name], Inc.,a 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 _________________________ SurePoint Capital Management (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 2 contracts
Samples: Investment Agreement (STERLING CONSOLIDATED Corp), Investment Agreement (STERLING CONSOLIDATED Corp)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Exhibit 1 Project Scope Exhibit 2 Appendix 1 DB Contractor’s Proposal Commitments Appendix 2 ATCs Exhibit 3 Appendix 1 List of Reference Information Documents Appendix 2 Portions of Reference Information Documents Incorporated in the Contract Documents for Purposes of DB Contractor Relief Exhibit 4 CMC Amendments Exhibit 5 Job Training Plan Exhibit 6 DBE Performance Plan Exhibit 7 Prevailing Wage Rates Exhibit 8 DB Contractor Obligations related to Project-Specific Third-Party Agreements Exhibit 9 Allowances Exhibit 10 Maximum Payment Schedule Exhibit 11 Maximum Reimbursement Amounts for Eminent Domain Assistance Exhibit 12 Forms of Bonds Appendix 1 Form of Performance Bond Appendix 2 Form of Payment Bond Appendix 3 Form of Warranty Bond Exhibit 13 Form of Guaranty Exhibit 14 Change Order Forms Appendix 1 Form of Request for Change Order Appendix 2 Form of Change Order Exhibit 15 Liquidated Damages for Lane Closures Exhibit 16 Noncompliance Points Provisions Exhibit 17 Key Subcontractors Exhibit 18 Key Personnel Exhibit 19 Initial Designation of Authorized Representatives Exhibit 20 Disputes Resolution Requirements Exhibit 21 Operating Procedures Exhibit 22 Disputes Review Panel Agreement EXHIBIT B Opinion DESIGN- BUILD AGREEMENT This Design-Build Agreement (this “Design-Build Agreement” or “DBA”), dated as of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables●], Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation 2019 (the "Company"“Effective Date”), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") is entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares between: TxDOT: Texas Department of Transportation, a public agency of the Company's common stockState of Texas And DB Contractor: [●], $.001 par value per share a [Insert appropriate bracketed text, and delete all bracketed text that is not applicable] [corporation organized and existing under the laws of the State of [●]] [limited liability company (LLC) organized and existing under the "Common Stock") on laws of the terms State of [●]] [partnership, consisting of [insert partner names and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreementany organizational form]] [joint venture, consisting of [●] and [●]] [an individual or sole proprietorship owned by [●]], 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 location 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 whose principal office is: [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effectiveAddress] [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] [Missing Graphic Reference] EXHIBIT C Date:Address].
Appears in 2 contracts
Samples: Design Build Agreement, Design Build Agreement
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. ___________________ Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables_________________, Inc.,a 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 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 ____________ ___, 2006, 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 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 effectiveeffective ] [the Registration Statement has become effective]under 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] [Missing Graphic Reference] EXHIBIT C Date:
Appears in 1 contract
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables,Myriad Entertainment & Resorts, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesMyriad Entertainment & Resorts, Inc.,a Nevada , 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 "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder 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 Holder (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 Holder 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 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] [Missing Graphic Reference] EXHIBIT C Date:
Appears in 1 contract
Samples: Investment Agreement (Myriad Entertainment & Resorts, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesConoItaliano, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesConoItaliano, Inc.,a , 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 _________________________ KVM Capital Partners (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesHUMBL, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesHUMBL, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ Pacific Lion LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesTempus Applied Solutions Holdings, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesTempus Applied Solutions Holdings, Inc.,a Nevada , a ______ corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of today, Tempus Applied Solutions Holdings, Inc., a _______ corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Tempus Applied Solutions Holdings, Inc., By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Tempus Applied Solutions Holdings, Inc., to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title
Appears in 1 contract
Samples: Equity Financing Agreement (Tempus Applied Solutions Holdings, Inc.)
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesSilver Dragon Resources, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSilver Dragon Resources, Inc.,a Nevada Inc. a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Subscription Agreement (the "Investment Subscription Agreement") entered into by and among the Company and _________________________ (the "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's common stock, $.001 par value 0.0001 per share (the "Common Stock") on the terms and conditions set forth in the Investment Subscription Agreement. Pursuant to the Investment Subscription Agreement, the Company also has entered into a Registration Rights Agreement with the Investor Holder (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 Subscription 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 ____________ ___, 20062005, 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 Holder 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 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 '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] [Missing Graphic Reference] EXHIBIT C Date:
Appears in 1 contract
Samples: Investment Agreement (Silver Dragon Resources, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesIIOT-OXYS, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesIIOT-OXYS, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesH/Cell Energy Corporation, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesH/Cell Energy Corporation., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesGlobal Digital Solutions, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesGlobal Digital Solutions, Inc.,a Nevada , a New Jersey corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Global Digital Solutions, Inc., a New Jersey corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due: ___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Global Digital Solutions, Inc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Global Digital Solutions, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title:
Appears in 1 contract
Samples: Equity Financing Agreement (Global Digital Solutions Inc)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT E True Up Notice EXHIBIT F True Up Settlement Sheet EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: _____________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesEventure Interactive, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesEventure Interactive, Inc.,a , 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 _________________________ GHS Investments LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 par 0.001par value per share (the "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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: _____________ Re: Put Notice Number _______ Dear Mr/Ms.__________, This is to inform you that as of today, Eventure Interactive, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Eventure Interactive, Inc. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer EXHIBIT D PUT SETTLEMENT SHEET Date: _____________ Dear Mr. ___________, Pursuant to the Put given by Eventure Interactive, Inc. to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title: EXHIBIT E To be furnished. EXHIBIT F To be furnished.
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LIST OF EXHIBITS. EXHIBIT Exhibit I - Form of Tranche A Registration Rights Note Exhibit II - Form of Tranche B Note Exhibit III - Form of Assignment Agreement EXHIBIT Exhibit IV - Form of Tranche A Borrowing Request Exhibit V - Form of Tranche B Borrowing Request Exhibit VI - Total Facility Amounts Exhibit VII - Form of Compliance Certificate Exhibit VIII - Form of Opinion of Company's Borrowers' Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesExhibit IX - Form of Opinion of Local Counsel Exhibit X - Disclosures Exhibit XI - Form of Ratification and Amendment to Stock Pledge Agreement FIRST AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT is made and entered into effective as of December 22, Inc. Ladies 1998, by and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stablesamong KCS MEDALLION RESOURCES, Inc.,a Nevada INC., a Delaware corporation (formerly known as InterCoast Oil and Gas Company) ("KCS Medallion"), KCS ENERGY, INC., a Delaware corporation ("KCS"), KCS ENERGY SERVICES, INC., a Delaware corporation ("KCS Energy Services"), MEDALLION GAS SERVICES, INC., an Oklahoma corporation (formerly known as InterCoast Gas Services Company) ("Medallion Gas Services" and together with KCS Medallion, KCS, and KCS Energy Services, each individually a "Borrower" and collectively, the "CompanyBorrowers"), each lender that is a signatory hereto or becomes a party hereto as provided in Sections 9.1 or 2.24 (individually, together with its successors and such assigns, a "Lender" and, collectively, together with their respective successors and such assigns, the "Lenders"), CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian chartered bank, acting through its New York Agency (in its individual capacity, "CIBC"), as agent for the Lenders (in such capacity, together with its successors in such capacity pursuant to the terms hereof, the "Agent"), and have represented the Company CIBC INC., a Delaware corporation (in connection with that certain Investment Agreement (the its individual capacity, "Investment AgreementCIBC Inc.") 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 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 collateral agent for the Lenders (the "1933 Act"). In connection in such capacity, together 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 successors in such capacity pursuant to the Registration Statement. Very truly yoursterms hereof, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:the "Collateral Agent").
Appears in 1 contract
Samples: Credit Agreement (KCS Energy Inc)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: :__________ [TRANSFER AGENT] Pacific Stock Transfer Company 0000 Xxx Xxxxx Xxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attn: Xxxxxxxx Xxxxxx M xxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx Re: Xxxxx Xxxxxxx Racing StablesFinancial Gravity Companies, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesFinancial Gravity Companies, Inc.,a , a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ GHS Investments, LLC (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 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 ____________ ___, 20062017, the Company filed a Registration Statement on Form S- ___ 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 effective under the 1933 Act at [enter the time of effectiveness] _____on [enter the date of effectiveness] _____, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC SEC, and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.______________ This is to inform you that as of today, Financial Gravity Companies, Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments, LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________ The Pricing Period runs from _____ until _____ The Purchase Price is: $__________ The number of Put Shares Due: ______________ The current number of shares of common stock issued and outstanding is: The number of shares currently available for issuance under the S-1 is: __________ Regards, Financial Gravity Companies, Inc., By:________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date:__________ Dear Mr.__________ Pursuant to the Put given by Financial Gravity Companies, Inc., to GHS Investments, LLC ("GHS") on __________201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS, LLC By:___________________ Name: Title
Appears in 1 contract
Samples: Equity Financing Agreement (Financial Gravity Companies, Inc.)
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesGLOBAL EARTH ENERGY, Inc. INC.. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesGlobal Earth Energy, Inc.,a , 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 _________________________ Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 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_ ___, 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 effectiveeffective ] [the Registration Statement has become effective]under 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] [Missing Graphic Reference] EXHIBIT C Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Global Earth Energy, Inc., Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Opportunity Fund, II, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The Suspension Price is $________ The current number of shares issued and outstanding as of the Company are: ____________________________ The number of shares currently available for issuance on the S-1 for the Equity Line are: _________________________ Regards, Global Earth Energy, Inc. ______________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: Dear ______, Pursuant to the Put given by Global Earth Energy, Inc., to Dutchess Opportunity Fund, II, LP 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 Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx DATE. . . . . . . . . . . . . . . . . Closing Bid Day 1 Day 2 Day 3 Day 4 Day 5 Lowest Closing Best Bid ------------ PUT AMOUNT ------------ AMOUNT WIRED TO COMPANY ------------ PURCHASE PRICE (93%) ------------ AMOUNT OF SHARES DUE ------------ The undersigned has completed this Put as of this ___th day of _________, 200_. Global Earth Energy, Inc. ______________________________ Name: Title:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. Exhibit B EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, HNO International Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesHNO International Inc., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] Exhibit B EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, HNO International Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, HNO International Inc. By: __________________________________ Name: Title: Exhibit C EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by HNO International Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: [INSERT] If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: _________________________________ Name: Title
Appears in 1 contract
Samples: Equity Financing Agreement (HNO International, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesAvant Technologies, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesAvant Technologies, Inc.,a Nevada , an Colorado corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Avant Technologies, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due: ___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Avant Technologies, Inc. By: ______________________________________ Name: Xxxxxxx Xxxxxx Title: Chief Operating Officer, Director & Treasurer EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Avant Technologies, Inc., to GHS Investments, LLC (“GHS”) on _________________ 202_, we are now submitting the number of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: [INSERT] If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS, LLC By: _________________________________ Name: Title
Appears in 1 contract
Samples: Equity Financing Agreement (Avant Technologies Inc.)
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic ReferenceRegistration Righs Agreement] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. ___________________ Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables_________________, Inc.,a Nevada 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, $.001 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 ____________ ___, 2006, 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 effectiveeffective ] [the Registration Statement has become effective]under 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] [Missing Graphic Reference] EXHIBIT C PUT NOTICE Date: Put Notice Date:
Appears in 1 contract
Samples: Investment Agreement (Medical Billing Assistance, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. NaturalShrimp Incorporated. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesNaturalShrimp Incorporated., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, NaturalShrimp Incorporated., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, NaturalShrimp Incorporated.. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by NaturalShrimp Incorporated., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT Exhibit I - Form of Tranche A Registration Rights Note Exhibit II - Form of Tranche B Note Exhibit III - Form of Assignment Agreement EXHIBIT Exhibit IV - Form of Tranche A Borrowing Request Exhibit V - Form of Tranche B Borrowing Request Exhibit VI - Total Facility Amounts Exhibit VII - Form of Compliance Certificate Exhibit VIII - Form of Opinion of Company's Borrowers' Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesExhibit IX - Form of Opinion of Local Counsel Exhibit X - Disclosures Exhibit XI - Description of Bayou Carlxx Xxxspect Exhibit XII - Description of Franklin Deep Prospect Exhibit XIII - Description of Supplemental KMR Working Interests Exhibit XIV - Form of Amended and Restated Guaranty FIRST AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT is made and entered into effective as of December 22, Inc. Ladies 1998, by and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stablesamong KCS RESOURCES, Inc.,a Nevada INC., a Delaware corporation ("KRI"); KCS MICHIGAN RESOURCES, INC., a Delaware corporation ("KCS Michigan"); and KCS ENERGY MARKETING, INC., a New Jersey corporation ("KCS Marketing," and together with KRI and KCS Michigan, each individually, a "Borrower" and collectively, the "CompanyBorrowers"), each lender that is a signatory hereto or becomes a party hereto as provided in Sections 9.1 or 2.24 (individually, together with its successors and have represented the Company in connection such assigns, a "Lender" and, collectively, together with that certain Investment Agreement (their respective successors and such assigns, the "Investment AgreementLenders") 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 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 1933CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian chartered bank, acting through its New York Agency (in its individual capacity, "CIBC"), as amended agent for the Lenders (the "1933 Act"). In connection in such capacity, together 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 successors in such capacity pursuant to the Registration Statement. Very truly yoursterms hereof, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:the "Agent"), CIBC INC., a Delaware corporation (in its individual capacity, "CIBC Inc.", as collateral agent for the Lenders (in such capacity, together with its successors in such capacity pursuant to the terms hereof, the "Collateral Agent"), BANK ONE, TEXAS, NATIONAL ASSOCIATION, a national banking association, as co-agent for the Lenders, and NATIONSBANK OF TEXAS, N.A., a national banking association, as co-agent for the Lenders.
Appears in 1 contract
Samples: Credit Agreement (KCS Energy Inc)
LIST OF EXHIBITS. EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel EXHIBIT C Effectiveness Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesVizConnect, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesVizConnect, Inc.,a , 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 _________________________ KVM Capital Partners (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:_____________ RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of today, VizConnect, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require KVM Capital Partners LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, VizConnect, Inc. By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by VizConnect, Inc. to KVM Capital Partners. (“KVM”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to KVM. Please have a certificate bearing no restrictive legend totaling __________ shares issued to KVM immediately and send 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, KVM CAPITAL PARTNERS LLC By: _________________________________ Name: Title: SCHEDULE 4.3 The Company has the following convertible instruments outstanding: Convertible Promissory Notes, dated April 1, 2013, with a cumulative face value of $312,000 and issued to 43 individual investors (the Notes were assigned from Lionshare Ventures LLC). Convertible Promissory Notes, dated between May 23, 2013 and June 30, 2013, with a cumulative face value of $50,000 and issued to 5 individual investors. Convertible Promissory Note, dated June 26, 2013, with a face value of $42,500 and issued to Xxxxx Enterprises, Inc. Convertible Promissory Note, dated September 23, 2013, with a face value of $42,500 and issued to Xxxxx Enterprises, Inc. Convertible Promissory Note, dated September 25, 2013, with a face value of $32,750 and issued to Auctus Private Equity Fund, LLC.
Appears in 1 contract
LIST OF EXHIBITS. Exhibit 1: Stock Power and Assignment Separate from Stock Certificate Exhibit 2: Note Purchase Agreement Exhibit 3: Promissory Note The undersigned hereby agrees to abide by the provisions of Section 7 hereof. ESCROW AGENT K&L GATES LLP By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Partner Address: EXHIBIT A Registration Rights 1 STOCK POWER AND ASSIGNMENT SEPARATE FROM STOCK CERTIFICATE 11 STOCK POWER AND ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Class g Preference Shares Purchase Agreement EXHIBIT B Opinion dated as of , 2009 (the “Agreement”), the undersigned hereby sells, assigns and transfers unto , shares of the Class g Preference Shares of Redgate Media Group, an Exempted Company incorporated in the Cayman Islands (the “Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: _______”), standing in the undersigned’s name on the books of the Company represented by Certificate No(s). ___ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company")delivered herewith, and have represented does hereby irrevocably constitute and appoint the Secretary of the Company in connection as the undersigned’s attorney-in-fact, with that certain Investment Agreement (full power of substitution, to transfer said stock on 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 books of the Company's common stock, $.001 par value per share . THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO. Dated: PURCHASER /s/ Xxxxx Xx Xxxxx (the "Common Stock"Signature) 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] [Missing Graphic Reference] EXHIBIT C Date:Xxxxx Xx Xxxxx
Appears in 1 contract
Samples: Class G Preference Shares Purchase Agreement (Redgate Media Group)
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. ___________________ Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables_________________, Inc.,a Nevada 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, $.001 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 ____________ ___, 2006, 2010 the Company filed a Registration Statement on Form S- ___ (File No. 333-333- ________) (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 effectiveeffective ] [the Registration Statement has become effective]under 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] [Missing Graphic Reference] EXHIBIT C Date:
Appears in 1 contract
Samples: Investment Agreement (Milwaukee Iron Arena Football, Inc)
LIST OF EXHIBITS. EXHIBIT All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A Registration Rights Agreement EXHIBIT - Outline of Premises Exhibit B Opinion - Description of Company's Counsel EXHIBIT the Land Exhibit C Put Notice EXHIBIT - Operating Cost Excess, Tax Excess and Insurance Excess Exhibit C-1- Operating Cost Exclusions Exhibit D Put Settlement Sheet LIST - Work Letter Exhibit D-1 - Contractor Rules and Regulations Exhibit D-2 - Energy & Sustainability Construction Guidelines & Requirements Exhibit E - Building Rules and Regulations Exhibit E-1 - Parking Rules and Regulations Exhibit F - Form of Confirmation of Commencement Date Letter Exhibit G - Form of Tenant Estoppel Certificate Exhibit H - Landlord’s Services Exhibit I-1 - List of Approved Issuing Banks Exhibit I-2 - Form of Letter of Credit Exhibit J - Moisture and Mold Control Instructions Exhibit K - Expansion Option and Right of First Offer Exhibit L - Memorandum of Lease Exhibit M - Form of Bill of Sale for Accepted Furniture LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM THE PREMISES OR THE PERFORMANCE BY LANDLORD OF NOTICE ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF EFFECTIVENESS OF REGISTRATION STATEMENT ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: 55 CAMBRIDGE PARKWAY, LLC, a Delaware limited liability company By: Invesco ICRE Massachusetts REIT Holdings, LLC, its sole member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President and Assistant Secretary Execution Date: __________ [TRANSFER AGENT] ReJanuary 22, 2024 TENANT: SAGE THERAPEUTICS, INC., a Delaware corporation By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and GentlemenXxxxxx Title: We are counsel to Xxxxx Xxxxxxx Racing Stables, 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 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] [Missing Graphic Reference] CEO Execution Date: 1/4/2024 EXHIBIT C Date:A
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Exhibit A: Form of Subscription Agreement EXHIBIT B Opinion Exhibit B: Form of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST Warrant Exhibit C: Form of Convertible Note Exhibit D: State Securities Laws Disclosures Exhibit E: Annual Report on Form 10-KSB for the year ended December 31, 2003 Exhibit F: Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2004 THIS MEMORANDUM IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION APPEARING ELSEWHERE IN THE EXHIBITS ATTACHED HERETO AND THE AGREEMENTS AND OTHER DOCUMENTS REFERENCED HEREIN WHICH ARE AVAILABLE TO PROSPECTIVE INVESTORS OR THEIR ADVISORS UPON REQUEST. PROSPECTIVE INVESTORS ARE ENCOURAGED TO REVIEW THIS MEMORANDUM AND ALL EXHIBITS IN THEIR ENTIRETY, TO ASK QUESTIONS OF SCHEDULES Schedule 4(aTHE COMPANY CONCERNING ITS BUSINESS, PROSPECTS AND THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ADDITIONAL INFORMATION NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM, THE EXHIBITS HERETO AND THE AGREEMENTS REFERENCED HEREIN. THIS MEMORANDUM AND THE EXHIBITS CONTAIN CERTAIN FORWARD LOOKING STATEMENTS WHICH ARE INTENDED TO BE SUBJECT TO SAFE HARBORS FOR SUCH STATEMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM AND THE SECURITIES AND EXCHANGE ACT OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables1934, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation AS AMENDED (the THE "CompanyEXCHANGE ACT"). SUITABILITY STANDARDS Investors who certify that they meet the definition of an "accredited investor" under Rule 501 of Regulation D may subscribe to Units hereunder. In general, individuals qualify as an accredited investor if they have individual income of $200,000 or joint income with their spouses of $300,000 in each of the most recent calendar years and expect to have represented income at least equal to these amounts in the Company current calendar year or have a net worth of at least $1,000,000. In addition, the Offering will be available to a limited number of non-accredited investors subject to the requirements of Rule 506 of Regulation D and the rules promulgated under the Securities Act upon the written consent of the Company. Complete definitions are provided in connection with that certain Investment the Investor Questionnaire and Subscription Agreement (the "Investment Subscription 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 distributed 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] [Missing Graphic Reference] EXHIBIT C Date:this Memorandum.
Appears in 1 contract
Samples: Seawright Holdings Inc
LIST OF EXHIBITS. EXHIBIT A Registration Rights Company Agreement of The Amalgamated Sugar LLC EXHIBIT B Officers of Amalgamated EXHIBIT C Financial Statements RELATED TRANSACTION AGREEMENTS EXHIBIT D-1 Form of Office and Ground Lease EXHIBIT D-2 Indemnification and Post Closing Agreement EXHIBIT B Opinion D-3 Form of Company's Counsel Limited Recourse Promissory Note EXHIBIT C Put Notice D-4 Form of Non-Recourse Promissory Note EXHIBIT D Put Settlement Sheet D-5 Form of Limited Recourse Pledge Agreement EXHIBIT D-6 Form of Pledge Agreement (Non-Recourse Note) EXHIBIT D-7 Form of Indemnification Pledge Agreement EXHIBIT D-8 Four Forms of Memorandum of Agreement between Sugarbeet Growers and Amalgamated EXHIBIT E Directors of Snake River EXHIBIT F Form of Employment Agreement LIST OF SCHEDULES Schedule 4(a----------------- SCHEDULE 1(D) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesPersonal Property and Interests SCHEDULE 2.3 Excluded Liabilities SCHEDULE 3 General Exceptions to Representations and Warranties of Amalgamated SCHEDULE 3.8 Undisclosed Liabilities SCHEDULE 3.10(A) Real Property SCHEDULE 3.10(B) Leased Real Property SCHEDULE 3.11 Material Contracts SCHEDULE 3.12 Powers of Attorney SCHEDULE 3.13 Pending Litigation SCHEDULE 3.14 Noncompliance with the Environmental, Inc. Ladies Health, and Gentlemen: We are counsel Safety Laws SCHEDULE 3.15 Employee Benefit Plans SCHEDULE 4 Exceptions to Xxxxx Xxxxxxx Racing StablesRepresentations and Warranties of Snake River FORMATION AGREEMENT ------------------- THIS FORMATION AGREEMENT (this "Agreement" or this "Formation Agreement") is made as of January , Inc.,a Nevada corporation 1996, between SNAKE RIVER SUGAR COMPANY, -- an Oregon cooperative (the "Company"`Snake River''), and have represented THE AMALGAMATED SUGAR COMPANY, a Utah corporation (`Amalgamated''), and, upon its formation and the execution and delivery of a counterpart to this Agreement, THE AMALGAMATED SUGAR LLC, a Delaware limited liability company (the `Company''). Together, Snake River, Amalgamated and the Company shall be referred to in connection with that certain Investment this Agreement (as 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 `Parties.'' Capitalized 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 not otherwise defined in this Agreement have 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 meaning ascribed 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] [Missing Graphic Reference] EXHIBIT C Date:such terms in Article I.
Appears in 1 contract
Samples: Formation Agreement (Valhi Inc /De/)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel Put Notice EXHIBIT C Put Notice Settlement Sheet EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] U.S. Accredited Investor Certificate EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: RE: Put Notice Number __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, 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 ____________________________ Dear Mr. , This is to inform you that as of today, , a corporation (the "Investor") “Company”), hereby elects to exercise its right pursuant to which the Investment Agreement to require Xxxxxxxxx Alternative Credit Fund LP, to purchase shares of its Common Share. The Company has agreed hereby certifies that: Put Amount in Shares: . The 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 [S-1/F-1] is: . Regards, By: Name: Title: EXHIBIT C PUT SETTLEMENT SHEET Date: Dear , Pursuant to issue the Put given by , a corporation organized under the laws of (the “Company”), to Xxxxxxxxx Alternative Credit Fund LP (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 shares immediately and sent via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] Once the conditions of Section 2.5 have been met, we will have the funds wired to the Company's common stock. Regards, $.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 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 By: Name: Title: EXHIBIT D [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] [Missing Graphic Reference] EXHIBIT C Date:TO BE PROVIDED}
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Form of Company's Counsel Notice of Effectiveness of Registration Statement EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesMMR Information Systems, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesMMR Information Systems, Inc.,a Nevada corporation (the "Company"), and have Inc. We represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ Dutchess Equity Fund, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 0.001 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 for resale 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_ ___, 2006, the Company filed a Registration Statement on Form S- ___ 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 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 '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] [Missing Graphic Reference] XXXXXXXXX XXXXX XXXXXXX & XXXXX EXHIBIT C PUT NOTICE Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, MMR Information Systems, Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Equity Fund, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The Minimum Acceptable Price is _____________. The current number of shares issued and outstanding as of the Company is: ______________________ The number of shares currently issuable pursuant to the Investment Agreement and available for resale pursuant to the Registration Statement (prior to giving effect to this Put Notice) is: _________________________________ Regards, _________________________________ MMR Information Systems, Inc. Xxxxxx X. Xxxxxx - Chairman, President & CEO EXHIBIT D
Appears in 1 contract
Samples: Investment Agreement (MMR Information Systems, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT EEXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesEtwine Holdings, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesEtwine Holdings, Inc.,a Nevada , 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, $.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 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 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] [Missing Graphic Reference] EXHIBIT C Date:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Anvia Holdings Corp. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesAnvia Holdings Corp., Inc.,a Nevada a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Anvia Holdings Corp., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Anvia Holdings Corp., By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Anvia Holdings Corp., to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Stevia Nutra Corp Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesStevia Nutra Corp., Inc.,a 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 _________________________ Fairhills Capital Offshore Ltd. (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, stock with $.001 0.001 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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 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] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesClean Power Technologies, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesClean Power Technologies, Inc.,a Nevada , 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, $.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 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 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] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Clean Power Technologies, Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ Regards, _____________ Xxxxx X. Xxxxx, CEO Clean Power Technologies, Inc. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Xx. Xxxxx, Pursuant to the Put given by Clean Power Technologies, Inc. to Dutchess Private Equities Fund, L.P. 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, LP immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx 36 DATE. . . . . . . . . . . . . . . . . . . . . PRICE Date of Day 1 . . . . . . . . . . . . . . . . Closing Bid of Day 1 Date of Day 2 . . . . . . . . . . . . . . . . Closing Bid of Day 2 Date of Day 3 . . . . . . . . . . . . . . . . Closing Bid of Day 3 Date of Day 4 . . . . . . . . . . . . . . . . Closing Bid of Day 4 Date of Day 5 . . . . . . . . . . . . . . . . Closing Bid of Day 5 LOWEST 1 (ONE) CLOSING BID IN PRICING PERIOD ------------ PUT AMOUNT ------------ AMOUNT WIRED TO COMPANY ------------ PURCHASE PRICE (96)% (NINETY-SIX PERCENT)) ------------ AMOUNT OF SHARES DUE ------------ The undersigned has completed this Put as of this ___th day of _________, 200_. CLEAN POWER TECHNOLOGIES, INC. ____________________________ Xxxxx X. Xxxxx, CEO 37 SCHEDULE 4(c) CAPITALIZATION 38 SCHEDULE 4(e) CONFLICTS 39 SCHEDULE 4(g) MATERIAL CHANGES 40 SCHEDULE 4(h) LITIGATION 41 SCHEDULE 4(l) INTELLECTUAL PROPERTY 42 SCHEDULE 4(n) LIENS 43 SCHEDULE 4(t) CERTAIN TRANSACTIONS
Appears in 1 contract
Samples: Investment Agreement (Clean Power Technologies Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesSinglepoint, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSinglepoint, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Singlepoint, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Singlepoint, Inc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Singlepoint, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Earth Science Tech Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesEarth Science Tech Inc., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
Samples: Equity Financing Agreement (Earth Science Tech, Inc.)
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesPayment Data Systems, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesPayment Data Systems, Inc.,a , 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 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 effectiveeffective ] [the Registration Statement has become effective]under 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] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Payment Data Systems, Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, Ltd. to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: ____________________________________________________________________ The number of shares currently available for issuance on the SB-2 for the Equity Line are: ________________________________ Regards, ____________________________________________________________________ Xxxxxxx Xxxx, CEO Payment Data Systems, Inc. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Xx. Xxxx, Pursuant to the Put given by Payment Data Systems, 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 send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: 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
LIST OF EXHIBITS. Exhibit A Revolving Note Exhibit B Borrower's and each Subsidiary's Business Locations Exhibit C Jurisdictions in which Borrower and each Subsidiary is Authorized to do Business Exhibit D Capital Structure of Borrower Exhibit E Corporate Names Exhibit F Tax Identification Numbers of Subsidiaries Exhibit G Patents, Trademarks, Copyrights and Licenses Exhibit H Contracts Restricting Borrower's Right to Incur Debts Exhibit I Litigation Exhibit J Capitalized Leases Exhibit K Operating Leases Exhibit L Pension Plans Exhibit M Labor Contracts Exhibit N Compliance Certificate Exhibit O Permitted Liens EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion REVOLVING PROMISSORY NOTE $5,000,000 July 13, 2000 FOR VALUE RECEIVED, ZOOM TELEPHONICS, INC., a Massachusetts corporation with a business address of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables000 Xxxxx, Inc. Ladies and Gentlemen: We are counsel Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter referred to Xxxxx Xxxxxxx Racing Stablesas the "Borrower"), Inc.,a Nevada corporation promises to pay to the order of Fleet Capital Corporation, a Rhode Island (the "CompanyLender"), at the offices located at Xxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000, the lesser of (i) the principal sum of Five Million and have represented 00/100 Dollars ($5,000,000.00), or (ii) the Company in connection with aggregate unpaid principal amount of all advances of funds under the Revolving Credit Loan made by the Lender to the Borrower pursuant to that certain Investment Loan and Security Agreement dated as of the date hereof by and between the Borrower and the Lender, as the same may be amended (the "Investment Loan Agreement") entered into by ). The Borrower shall pay in full all unpaid principal, interest, fees and among the Company and _________________________ (the "Investor") other amounts due under this Note upon termination hereof pursuant to which the Company has agreed Loan Agreement. The Borrower promises to issue pay to the Investor shares order of the Company's common stock, $.001 par value per share (the "Common Stock") Lender interest before and after maturity on the terms principal amount of this Note outstanding from time to time from the date hereof until payment in full of all principal, interest, fees and conditions other sums due under this Note in accordance with the Loan Agreement. Upon the occurrence and during the continuance of an Event of Default, the principal amount of all Loans shall bear interest at a rate per annum equal to two percent (2.0%) above the interest rate otherwise applicable thereto. Principal, interest, fees and other sums are payable in immediately available Dollars to the Agent at its address set forth in the Investment Loan Agreement or as otherwise directed in writing from the Agent to the Borrower. This Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Loan Agreement. Pursuant to The applicable terms and provisions of the Investment Loan Agreement are incorporated herein by reference as if fully set forth herein. In the event of any conflict between any provision of this Note and any provision(s) of the Loan Agreement, such provision(s) of the Company also has entered into a Registration Rights Loan Agreement with shall control. Each capitalized term used in this Note and not expressly defined in this Note shall have the Investor (meaning ascribed to such term in the "Registration Rights Loan Agreement") pursuant to which the Company agreed. The Loan Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and also for prepayments on account of principal of this Note prior to register the Registrable Securities (as defined maturity of this Note upon the terms and conditions specified in the Registration Rights Loan 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] [Missing Graphic Reference] EXHIBIT C Date:.
Appears in 1 contract
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, 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 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] [Missing Graphic Reference] EXHIBIT C Date:
Appears in 1 contract
Samples: Investment Agreement (Mezey Howarth Racing Stables, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion EXHIBITB Notice of Company's Counsel EXHIBIT C Effectiveness EXHIBITC Put Notice EXHIBIT D EXHIBITD Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT EXHlBIT A [Missing Graphic Reference] EXHIBIT B REGISTRATION RIGHTS AGREEMENT See attached. EXHIBITB FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDSG Global, Inc. Inc., Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDSG Global, Inc.,a Nevada , a ________corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ________,20____ ___, 2006, the Company filed a Registration Statement on Form S- ___ 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 ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [effective under the Registration Statement has become effective]under the 1933 I933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] at_____ on_____ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C EXHIBITC FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Mr./Ms.______ This is to inform you that as of today, DSG Global, Inc., a ______ corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $______ The Pricing Period runs from _______until _______ The Purchase Price is: $ ______ The number of Put Shares Due:——— The current number of shares of common stock issued and outstanding is: _______ The number of shares currently available for issuance on the S-1 is: ________ Regards, DSG Global, Inc., By: Name: Title: EXHIBITD PUT SETTLEMENT SHEET Date: ________ Dear Mr. _______ Pursuant to the Put given by DSG Global, Inc., to GHS Investments LLC (“GHS”) on ______ 20l..J we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling ______ shares issued to GHS immediately and send 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, GHSINVESTMENTSLLC By: Name: Title
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesHUMBL, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesHUMBL, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, HUMBL, Inc., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, HUMBL, Inc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by HUMBL, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, DarkPulse, Inc., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, DarkPulse, Inc.. By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by DarkPulse, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: _________________________________ Name: Title
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDSG Global, Inc. Inc., Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDSG Global, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 Act”).In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, DSG Global, Inc., a _______ corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, DSG Global, Inc., By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by DSG Global, Inc., to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title
Appears in 1 contract
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesSAN WEST, Inc. INC.. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSan West, Inc.,a Nevada 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 _________________________ Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 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_ ___, 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 effectiveeffective ] [the Registration Statement has become effective]under 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] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, San West, Inc., Inc., a California corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Opportunity Fund, II, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The Minimum Purchase Price is $________ The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the S -1 for the Equity Line are: _________________________ Regards, San West, Inc. ______________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: Dear ______, Pursuant to the Put given by San West, Inc., to Dutchess Opportunity Fund, II, LP 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 Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx 37 DATE. . . . . . . . . . . . . . . . . . . . . BEST BID Day 1 – Day 5 BEST BID ------------ PUT AMOUNT ------------ AMOUNT WIRED TO COMPANY ------------ PURCHASE PRICE (92)% (NINETY-TWO PERCENT)) ------------ AMOUNT OF SHARES DUE ------------ The undersigned has completed this Put as of this ___th day of _________, 200_. San West, Inc. ______________________________ Name: Title: 38 SCHEDULE 4(c) CAPITALIZATION SCHEDULE 4(e) CONFLICTS SCHEDULE 4(g) MATERIAL CHANGES SCHEDULE 4(h) LITIGATION 39 SCHEDULE 4(l) INTELLECTUAL PROPERTY SCHEDULE 4(n) LIENS SCHEDULE 4(t) CERTAIN TRANSACTIONS
Appears in 1 contract
Samples: Investment Agreement (San West, Inc)
LIST OF EXHIBITS. EXHIBIT The following exhibits are fully incorporated into this Agreement by reference: Exhibit A Registration Rights Agreement EXHIBIT - Uniform General and Supplementary General Conditions for The University of Texas System Building Construction Contracts Exhibit B Opinion - Owner’s Specifications Exhibit C - Allowable General Conditions Line Items Exhibit D - Guaranteed Maximum Price Proposal Form Attachment 1 to Exhibit D - Guidelines for the Preparation of Company's Counsel EXHIBIT C Put Notice EXHIBIT the GMP Attachment 2 to Exhibit D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables- Payment and Performance Bonds Exhibit E - Security Bond Exhibit F - Construction Manager’s Personnel and Monthly Salary Rate Exhibit G - Constructability Implementation Program Exhibit H - Policy on Utilization, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, 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 Historically Underutilized Businesses Exhibit I - HUB Subcontracting Plan for Pre-Construction Phase Services Exhibit J - Additional Services Proposal Exhibit K - Sales Tax Exemption Form Exhibit L - Rider 1 to the Investor shares Agreement Exhibit M - Rider 105 - Contractor Affirmations Exhibit N - Rider 106 - Premises Rules Exhibit O - Rider 107 - Travel Policy Exhibit P - Execution of Offer Exhibit Q – Rider 117 – Institutional Policies BY SIGNING BELOW, the Construction Manager has executed and bound itself to this Agreement as of the Company's common stockday and year first above written. The Agreement shall become effective only upon the execution of the Agreement by both parties. Change orders, $.001 par value per share (additional services, amendments, modifications, deletions or other changes to the "Common Stock") on Agreement, if any, shall become effective only upon the terms and conditions set forth issuance of a signed Notice to proceed by Owner to the Construction Manager. Subsequent to the issuance of a signed Notice to Proceed, Owner will issue a Purchase Order Revision reflecting the changes in scope, additional services, amendments, modifications, deletions or other changes to the Investment Agreement. Pursuant Contractor must receive the Purchase Order Revision prior to Contractor submitting invoice for payment for the Investment Agreement, the Company also has entered into a Registration Rights associated 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] [Missing Graphic Reference] EXHIBIT C Date:change.
Appears in 1 contract
Samples: www4.mdanderson.org
LIST OF EXHIBITS. EXHIBIT A Registration Rights - Assignment and Assumption Agreement EXHIBIT B Opinion - Description of Company's Counsel Improvements EXHIBIT C Put Notice C-1 - Legal Description of the KBS Domain Gateway Land EXHIBIT C-2 - [Intentionally Omitted] EXHIBIT C-3 - Legal Description of the KBS West XxXxxx Land EXHIBIT C-4 - Legal Description of the KBS 000 Xxxxx 000 Xxxx Xxxx EXHIBIT C-5 - Legal Description of the KBS Tower at Xxxx Xxxxxxx Land EXHIBIT C-6 - Legal Description of the KBS 000 Xxxxx Xxxxxx Xxxx EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a- Permitted Encumbrances EXHIBIT E - Appraised Value of Each Property EXHIBIT F - Title Insurance Requirements EXHIBIT G - Insurance Requirements EXHIBIT H - Notices and Wire Instructions EXHIBIT I - Commitments and Commitment Percentages of Lenders EXHIBIT J - Form of Draw Request EXHIBIT K - Borrower EIN Numbers EXHIBIT L - Form of Joinder Agreement AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT is made and entered into as of March 10, 2014, by and between (i) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesKBSIII DOMAIN GATEWAY, Inc. Ladies LLC, a Delaware limited liability company, KBSIII 0000 XXXX XXXXXX XXXXX, LLC, a Delaware limited liability company, KBSIII 155 NORTH 400 WEST, LLC, a Delaware limited liability company, KBSIII TOWER AT XXXX XXXXXXX, LLC, a Delaware limited liability company, and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesKBSIII 000 XXXXX XXXXXX, Inc.,a Nevada corporation XXX, a Delaware limited liability company, (the "Company"collectively, “Initial Borrowers”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent, lead arranger and book manager (in such capacity, “Agent”), and have represented (iii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as a Lender, FIFTH THIRD BANK, an Ohio banking corporation, as a Lender, REGIONS BANK, as Syndication Agent and as a Lender, and UNION BANK, N.A., a national banking association, as a Lender, and any other bank that becomes a “Lender” after the Company in connection with Closing Date (each, a “Lender” and collectively, the “Lenders”). This Amended and Restated Loan Agreement amends and restates that certain Investment Loan Agreement (the "Investment Agreement") entered into dated as of April 30, 2012, by and among between the Company Initial Borrowers, U.S. Bank National Association, a national banking association, as Agent 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 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“Lenders” described therein, as amended (the "1933 Act"“Original Loan Agreement”). In From and after the Closing Date hereunder, this Amended and Restated Loan Agreement shall amend, restate and supersede in its entirety the Original Loan Agreement, and all “Loan Documents” executed in connection herewith and described herein shall supersede and control over the “Loan Documents” described in and executed in connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ Original Loan Agreement (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 other than any original loan documents executed in connection with the foregoingOriginal Loan Agreement which have not been modified or amended in connection herewith, we advise you that [a member if any). WITNESSETH THAT, in consideration 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] mutual covenants 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 byagreements hereinafter set forth, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Dateparties hereto agree as follows:
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust III, Inc.)
LIST OF EXHIBITS. EXHIBIT All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A Registration - Outline of Premises Exhibit B - Description of the Land Exhibit C - Additional Rent, Taxes and Insurance OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, Inc. 33 Exhibit D - Tenant Finish-Work Exhibit E - Building Rules and Regulations Exhibit F - Form of Confirmation of Commencement Date Letter Exhibit G - Form of Tenant Estoppel Certificate Exhibit H - Parking Agreement Exhibit I - Renewal Option Exhibit J - Right of First Refusal Exhibit J-1 - Offer Space Exhibit K - Termination Option Exhibit L - Rooftop Rights Agreement EXHIBIT B Opinion Exhibit M - Form of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST Letter of Credit Exhibit N - Janitorial Specifications Exhibit O - UPS/Generator Exhibit P - Restrictions on Building LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF SCHEDULES Schedule 4(a) Subsidiaries THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. [Missing Graphic ReferenceSignature page follows] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT DateOFFICE LEASE AGREEMENT CentrePort/Radiant Systems, Inc. 34 This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: __________ [TRANSFER AGENT] ReCENTREPORT TRINITY, LTD., a Texas limited partnership By: CARDINAL CENTREPORT, LLC, a Texas limited liability company, its General Partner By: INVESCO, INC., a Delaware corporation its Manager By: INVESCO REAL ESTATE DIVISION By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Racing StablesTitle: Vice President TENANT: RADIANT SYSTEMS, INC., a Georgia corporation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSignature Page EXHIBIT A OUTLINE OF PREMISES OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, Inc.,a Nevada corporation (the "Company")Inc. A-1 EXHIBIT B DESCRIPTION OF THE LAND OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, 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 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] [Missing Graphic Reference] Inc. B-1 EXHIBIT C Date:C
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesOriginClear, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesOriginClear, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, OriginClear, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, OriginClear, Inc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by OriginClear, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title DISCLOSURE SCHEDULE
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDigital Locations, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDigital Locations, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Digital Locations, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Digital Locations, Inc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Digital Locations, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title
Appears in 1 contract
Samples: Equity Financing Agreement (Digital Locations, Inc.)
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesTurbine Truck Engines, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesTurbine Truck Engines, Inc.,a Nevada , 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 "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder 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 Holder (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 Holder 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 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 '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] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Turbine Truck Engines, Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ Regards, _____________ Xxxxxxx Xxxxx, CEO Turbine Truck Engines, Inc. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Xx. Xxxxx, Pursuant to the Put given by Turbine Truck Engines, Inc. to Dutchess Private Equities Fund, L.P. 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, LP immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: 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
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet 24 LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] SUBSIDIARIES OF DNAPRINT GENOMICS, INC. DNAPrint Genomics, Inc. (Florida corporation) DNAPrint Pharmaceuticals, Inc. Ellipsis Biotherapeutics Corporation Kenna Technologies, Inc. Trace Genetics, Inc. EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDNAPrint Genomics, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDNAPrint Genomics, Inc.,a Nevada , a Utah 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 .01 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 effectiveeffective ] [the Registration Statement has become effective]under 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] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, DNAPrint Genomics, Inc., a Utah corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, Ltd. to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ Regards, _____________ Xxxxxxx Xxxxxxx, CEO DNAPrint Genomics, Inc. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Xx. Xxxxxxx, Pursuant to the Put given by DNAPrint Genomics, 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 send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx 29 DATE. . . . . . . . . . . . . . . . . . . . . PRICE Date of Day 1 . . . . . . . . . . . . . . . . Closing Bid of Day 1 Date of Day 2 . . . . . . . . . . . . . . . . Closing Bid of Day 2 Date of Day 3 . . . . . . . . . . . . . . . . Closing Bid of Day 3 Date of Day 4 . . . . . . . . . . . . . . . . Closing Bid of Day 4 Date of Day 5 . . . . . . . . . . . . . . . . Closing Bid of Day 5 LOWEST 1 (ONE) CLOSING BID IN PRICING PERIOD ------------ PUT AMOUNT ------------ AMOUNT WIRED TO COMPANY ------------ PURCHASE PRICE (93)% (NINETY-THREE PERCENT)) ------------ AMOUNT OF SHARES DUE ------------ The undersigned has completed this Put as of this ___th day of _________, 200_. DNAPRINT GENOMICS, INC. ______________________________ Xxxxxxx Xxxxxxx, CEO 30 SCHEDULE 4(c) CAPITALIZATION Authorized Capital Stock as of March 26, 2007 1,500,000,000 shares of Common Stock authorized and 529,922,700 issued and outstanding. 10,000,000 shares of Preferred Stock authorized, of which 50,000 share are designated as Series A Convertible Stock, 40,000 of which are authorized with no shares issued or outstanding. 94,016,687 shares reserved for issuance pursuant to options, warrants and other convertible securities. SCHEDULE 4(e) CONFLICTS None. SCHEDULE 4(g) MATERIAL CHANGES None. SCHEDULE 4(h) LITIGATION None. SCHEDULE 4(l) INTELLECTUAL PROPERTY SCHEDULE 4(n) LIENS None. SCHEDULE 4(t) CERTAIN TRANSACTIONS None.
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT Exhibit A-1 Form of Revolving Credit Notes Exhibit A-2 Form of Term Note A Registration Rights Exhibit A-3 Form of Term Note B Exhibit B Borrower's and each Subsidiary's of Borrower Business Locations Exhibit C Form of Borrowing Base Certificate Exhibit D Jurisdictions in which Borrower and each Subsidiary of Borrower is Authorized to do Business Exhibit E Capital Structure of Borrower Exhibit F Corporate Names Exhibit G Tax Identification Numbers of Subsidiaries Exhibit H Patents, Trademarks, Copyrights and Licenses Exhibit I Contracts Restricting Borrower's Right to Incur Debts Exhibit J Litigation Exhibit K Capitalized Leases Exhibit L Operating Leases Exhibit M Pension Plans Exhibit N Labor Contracts Exhibit O Compliance Certificate Exhibit P Permitted Liens Exhibit Q Financial Covenants Exhibit R Schedule of Documents Exhibit S Letter of Credit Charges Exhibit T Form of Assignment and Acceptance Agreement EXHIBIT B Opinion A-1 REVOLVING CREDIT NOTE [$50,000,000] September __, 1999 Chicago, Illinois FOR VALUE RECEIVED, the undersigned, (hereinafter "Borrower"), hereby PROMISES TO PAY to the order of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: ____________________________, a ________________ corporation ("Lender"), or its registered assigns, at the principal office of Fleet Capital Corporation, as agent for such Lender, or at such other place in the United States of America as the holder of this Note may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal amount of [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stablesaggregate amount of Fifty Million Dollars ($50,000,000)], Inc. Ladies and Gentlemen: We are counsel or such lesser principal amount as may be outstanding pursuant to Xxxxx Xxxxxxx Racing Stablesthe Loan Agreement (as hereinafter defined) with respect to the Revolving Credit Loan, Inc.,a Nevada corporation together with interest on the unpaid principal amount of this Note outstanding from time to time. This promissory note (the "CompanyNote") is one of the Revolving Credit Notes referred to in, and issued pursuant to, that certain Second Amended and Restated Loan and Security Agreement dated as of September ___, 1999 by and among Borrower, the lender signatories thereto (including Lender) and Fleet Capital Corporation ("FCC"), as agent for said lenders (FCC in such capacity "Agent") (hereinafter, as amended from time to time, the "Loan Agreement"), and is entitled to all of the benefits and security of the Loan Agreement. All of the terms, covenants and conditions of the Loan Agreement and the Security Documents are hereby made a part of this Note and are deemed incorporated herein in full. All capitalized terms used herein, unless otherwise specifically defined in this Note, shall have represented the Company meanings ascribed to them in connection the Loan Agreement. The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Loan Agreement and, if not sooner paid in full, on the Commitment Termination Date, unless the term hereof is extended in accordance with that certain Investment Agreement the Loan Agreement. Interest thereon shall be paid until such principal amount is paid in full at such interest rates and at such times as are specified in the Loan Agreement. Upon and after the occurrence, and during the continuation, of an Event of Default, this Note shall or may, as provided in the Loan Agreement, become or be declared immediately due and payable. The right to receive principal of, and stated interest on, this Note may only be transferred in accordance with the provisions of the Loan Agreement. Demand, presentment, protest and notice of nonpayment and protest are hereby waived by Borrower. This Note shall be interpreted, governed by, and construed in accordance with, the internal laws of the State of Illinois. EAGLE PACIFIC INDUSTRIES, INC., a Minnesota corporation (the "Investment AgreementBorrower") entered into by and among the Company and By:________________________________ (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 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 Name:___________________________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-Title:__________________________ XXXXXXX X-0 SECURED PROMISSORY NOTE (Term Note A) [$35,000,000] September __, 0000 Xxxxxxx, Xxxxxxxx FOR VALUE RECEIVED, the undersigned (hereinafter "Borrower"), hereby promises to pay to the order of ______________________, a ______________ corporation (hereinafter "Lender"), or its registered assigns at the office of Fleet Capital Corporation, as agent for such Lender, or at such other place in the United States of America as the holder of this Note may designate from time to time in writing, in lawful money of the United States, in immediately available funds, at the time of payment, the principal sum of [Thirty-Five Million Dollars ($35,000,000)], together with interest from and after the date hereof on the unpaid principal balance outstanding from time to time. This Secured Promissory Note (the "Registration StatementNote") with is the Securities one of the Term Notes A referred to in, and Exchange Commission is issued pursuant to, that certain Second Amended and Restated Loan and Security Agreement among Borrower, the lender signatories thereto (including Lender) and Fleet Capital Corporation ("FCC") as agent for said lenders (FCC, in such capacity, "Agent") dated the date hereof (hereinafter, as amended from time to time, the "SECLoan Agreement") relating ), and is entitled to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member all 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] benefits and to the best of our knowledge, after telephonic inquiry of a member security of the SEC’s staffLoan Agreement. All of the terms, no stop order suspending its effectiveness has been issued covenants and no proceedings for that purpose are pending before, or threatened by, conditions of the SEC Loan Agreement and the Registrable Securities Security Documents are available for resale under hereby made a part of this Note and are deemed incorporated herein in full. All capitalized terms used herein, unless otherwise specifically defined in this Note, shall have the 1933 Act pursuant meanings ascribed to them in the Registration StatementLoan Agreement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C DateFor so long as no Event of Default shall have occurred the principal amount and accrued interest of this Note shall be due and payable on the dates and in the manner hereinafter set forth:
Appears in 1 contract
Samples: Loan and Security Agreement (Eagle Pacific Industries Inc/Mn)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] E Plan of Distribution EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Lode-Star Mining Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesLode-Star Mining Inc., Inc.,a 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 _________________________ Crane Creek, Inc. (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, stock with $.001 0.001 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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 20062016, 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 effective under the 1933 Act at [[ enter the time of effectivenesseffectiveness ] on [[ enter the date of effectivenesseffectiveness ] 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] [Missing Graphic Reference] EXHIBIT C PUT NOTICE [____________], 201__ Crane Creek, Inc. [______________ ] [______________ ] [______________ ] Attn: [______________ ] RE: Investment Agreement made and entered into effective as of _________, 2016 (the “Agreement”), by and between Lode-Star Mining Inc., a Nevada corporation (the “Company”), and Crane Creek, Inc., a corporation organized under the laws of Texas (“Investor”). All capitalized terms below shall have the meaning given to them in the Agreement. This is to inform you that as of today, the Company, hereby elects to exercise a Put and to require Investor to purchase the Shares described below as of the Closing Date, in accordance with the terms of the Agreement. Accordingly, at the applicable Closing Date, the Company will issue and sell shares to Investor, as Subscriber, according to the following terms: ● Put Amount: ______________________ ● Put Notice Date: ___________________ ● Share Price: _______________________ ● Shares to be sold:___________________ ● Remaining Commitment under the Agreement: Lode-Star Mining Inc. By: _______________________ Its: _________________________ Subscriber hereby acknowledges receipt of this Notice and chooses the Closing Date set forth below, in accordance with the terms of the Agreement. Closing Date: _____________ Crane Creek, Inc. By: _______________________ Its: _________________________ EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Lode-Star Mining Inc. to Crane Creek, Inc. (“Crane”) on _________________ 2016, we are now submitting the amount of common shares for you to issue to Crane. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Crane Creek, Inc. immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] When the shares are received by us, we will have the funds wired to the Company. Regards, Crane Creek, Inc. By:_______________ Name:______________ Title:________________ EXHIBIT E PLAN OF DISTRIBUTION We are registering shares of Common Stock that have been or may be issued by us from time to time to Crane Creek, Inc. under the Investment Agreement to permit the resale of these shares of Common Stock after the issuance thereof by the Selling Stockholder from time to time after the date of this Prospectus. We will not receive any of the proceeds from the sale by the Selling Stockholder of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock. The Selling Stockholder may decide not to sell any shares of Common Stock. The Selling Stockholder may sell all or a portion of the shares of Common Stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholder and/or the purchasers of the shares of Common Stock for whom they may act as agent. In effecting sales, broker-dealers that are engaged by the Selling Stockholder may arrange for other broker-dealers to participate. Crane Creek, Inc. is an “underwriter” within the meaning of the Securities Act. Any brokers, dealers or agents who participate in the distribution of the shares of Common Stock by the Selling Stockholder may also be deemed to be “underwriters,” and any profits on the sale of the shares of Common Stock by them and any discounts, commissions or concessions received by any such brokers, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Crane Creek, Inc. has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our Common Stock. To our knowledge, Crane Creek, Inc. has not entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of Common Stock offered hereby, nor do we know the identity of the broker-dealers or market makers that may participate in the resale of the shares. Because Crane Creek, Inc. is, and any other selling stockholder, broker, dealer or agent may be deemed to be, an “underwriter” within the meaning of the Securities Act, Crane Creek, Inc. will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The Selling Stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods: ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market in accordance with the rules of NASDAQ; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● broker-dealers may agree with the Selling Stockholder to sell a specified number of such shares at a stipulated price per share; ● a combination of any such methods of sale; and ● any other method permitted pursuant to applicable law. The Selling Stockholder may also sell shares of Common Stock covered by this Prospectus pursuant to Rule 144 promulgated under the Securities Act, if available, rather than under this Prospectus. In addition, the Selling Stockholder may transfer the shares of Common Stock by other means not described in this Prospectus. Any broker-dealer participating in such transactions as agent may receive commissions from the Selling Stockholder (and, if they act as agent for the purchaser of such shares, from such purchaser). Crane Creek, Inc. has informed us that each such broker-dealer will receive commissions from Crane Creek, Inc. which will not exceed customary brokerage commissions. Broker-dealers may agree with the Selling Stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the Selling Stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the Selling Stockholder. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in one or more transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described above and pursuant to the one or more of the methods described above) at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares commissions computed as described above. To the extent required under the Securities Act, an amendment to this Prospectus or a supplemental prospectus will be filed, disclosing: ● the name of any such broker-dealers; ● the number of shares involved; ● the price at which such shares are to be sold; ● the commission paid or discounts or concessions allowed to such broker-dealers, where applicable; ● that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and ● other facts material to the transaction. Crane Creek, Inc. has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. Pursuant to a requirement of FINRA, the maximum commission or discount and other compensation to be received by any FINRA member or independent broker-dealer shall not be greater than eight percent (8%) of the gross proceeds received by us for the sale of any securities being registered pursuant to Rule 415 under the Securities Act. Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that the Selling Stockholder will sell any or all of the shares of Common Stock registered pursuant to the Registration Statement, of which this Prospectus forms a part. Underwriters and purchasers that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the Common Stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids. The Selling Stockholder and any other person participating in the sale or distribution of the shares of Common Stock will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder (including, without limitation, Regulation M of the Exchange Act), which may restrict certain activities of, and limit the timing of purchases and sales of any of the shares of Common Stock by, the Selling Stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making and certain other activities with respect to the shares of Common Stock. In addition, the anti-manipulation rules under the Exchange Act may apply to sales of the shares of Common Stock in the market. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock. We have agreed to pay all expenses of the registration of the shares of Common Stock pursuant to the Registration Rights Agreement, estimated to be $27,500.00 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “Blue Sky” laws; provided , however , Crane Creek, Inc. will pay all selling commissions, concessions and discounts, and other amounts payable to underwriters, dealers or agents, if any, as well as transfer taxes and certain other expenses associated with the sale of the shares of Common Stock. We have agreed to indemnify Crane Creek, Inc. and certain other persons against certain liabilities in connection with the offering of shares of Common Stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Crane Creek, Inc. has agreed to indemnify us against liabilities under the Securities Act that may arise from any written information furnished to us by Crane Creek, Inc. specifically for use in this Prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. At any time a particular offer of the shares of Common Stock is made by the Selling Stockholder, a revised prospectus or prospectus supplement, if required, will be distributed. Such prospectus supplement or post-effective amendment will be filed with the SEC to reflect the disclosure of any required additional information with respect to the distribution of the shares of Common Stock. We may suspend the sale of shares by the Selling Stockholder pursuant to this Prospectus for certain periods of time for certain reasons, including if the Prospectus is required to be supplemented or amended to include additional material information.
Appears in 1 contract
Samples: Amended Investment Agreement (Lode-Star Mining Inc.)
LIST OF EXHIBITS. EXHIBIT Exhibit Item First Reference ------- ---- --------------- A Registration Rights Assignment and Bill of Sale 1.00 B Management Agreement EXHIBIT B Opinion 5.03 C Shares Acquisition Agreement 5.04 D Dentist Employment Agreement 5.05 ASSET PURCHASE AGREEMENT DATED: June 30, 1998 BETWEEN: GENTLE DENTAL SERVICE CORPORATION, a Washington corporation 900 Washington Street, Suite 0000 Xxxxxxxxx, XX 00000 Xxxxxxxx Xo.: (360) 750-8667 "XDSC" GENTLE DENTAL MANAGEMENT, INC. a Delaware corporation 900 Washington Street, Suite 0000 Xxxxxxxxx, XX 00000 Xxxxxxxx Xo.: (360) 750-8667 "XX Sub" AND: BRYAN WATANABE, D.D.S., INC. 10286 Indiana Ave. Xxxxxxxxx, XX 00000 Xxxxxxxx Xo.: (714) 646-1659 "Xxxxxxxe PC" AND: Bryan Watanabe "Shareholder" Shareholder is the owner of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies all of the issued and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation outstanding capital stock of Watanabe PC. Watanabe PC operates a dental practice at the addresses listed above (the "CompanyDental Practice"). Watanabe PC is party to a management services agreement (the "PDS Management Agreement") with Pacific Dental Services, Inc. ("PDS"), and have represented the Company in connection Watanabe PC and Shareholder are parties to a merger option agreement with that certain Investment Agreement PDS (the "Investment Merger Option Agreement") entered into by ). GDSC, GD Sub and among the Company and _________________________ PDS are consurrently signing an agreement (the "InvestorPDS Asset Agreement") pursuant to which PDS will sell certain assets to GD Sub, including all assets of PDS associated with the Company has agreed Dental Practice which assets include PDS's rights under the PDS Management Agreement and the Merger Option Agreement. Watanabe PC desires to issue sell, and GD Sub desires to purchase, the Investor shares rights of Watanabe PC under the Company's common stock, $.001 par value per share (the "Common Stock") PDS Management Agreement on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment this Agreement, and to replace the Company also has entered into a Registration Rights PDS Management Agreement with the Investor a new management agreement between GD Sub and Watanabe PC (the "Registration Rights GD Management 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 consideration of the Company's obligations under the Registration Rights mutual promises and covenants contained in this 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 parties agree 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] [Missing Graphic Reference] EXHIBIT C Datefollows:
Appears in 1 contract
Samples: Asset Purchase Agreement (Gentle Dental Service Corp)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesMeso Numismatics, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesMeso Numismatics, Inc.,a , an Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Meso Numismatics, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Meso Numismatics, Inc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Meso Numismatics, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the number of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title:
Appears in 1 contract
Samples: Equity Financing Agreement (Meso Numismatics, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Form of Company's Counsel Drawdown Notice EXHIBIT C Put Notice Investor Questionnaire EXHIBIT D Put Drawdown Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF DRAWDOWN NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: RE: Drawdown Notice Number __ Dear _____________, This is to inform you that as of today, Petron Energy II, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require US Income Group LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this Drawdown is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Drawdown Shares Due:___________________. The current number of shares of common stock issued and outstanding is: __________ [TRANSFER AGENT] Re________. The number of shares currently available for issuance on the Registration Statement on Form S-1 is: Xxxxx Xxxxxxx Racing Stables________________________. Regards, Inc. Ladies and GentlemenPETRON ENERGY II, INC. By: We are counsel to Xxxxx Xxxxxxx Racing Stables, 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 Name: Title: EXHIBIT C Form of Investor shares of the Company's common stockQuestionnaire EXHIBIT D DRAWDOWN SETTLEMENT SHEET Date: ________________ Dear _____________, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment AgreementDrawdown given by Petron Energy II, the Company also has entered into a Registration Rights Agreement with the Investor Inc. (the "Registration Rights Agreement"“Company”) 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 IBC Funds LLC (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, “Investor”) on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No201_, we are now submitting the amount of common shares for you to issue to the Investor. 333-Please have a certificate bearing no restrictive legend totaling ________) (the "Registration Statement") with the Securities __ shares issued to Investor immediately and Exchange send via its Deposit Withdrawal Agent Commission (the "SEC"“DWAC”) relating system to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoingfollowing account: [INSERT] If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, we advise you that [a member of will have 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 funds wired to the best of our knowledgeCompany. Regards, 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] [Missing Graphic Reference] EXHIBIT C DateUS INCOME GROUP LLC By: _________________________________ Name: Title:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, DarkPulse, Inc., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, DarkPulse, Inc. By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by DarkPulse, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: _________________________________ Name: Title
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesSuccess Entertainment Group International, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSuccess Entertainment Group International, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
Samples: Equity Financing Agreement (Success Entertainment Group International Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables:Data443 Risk Mitigation, Inc. Inc., Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablestoData443 Risk Mitigation, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ PAG GROUP, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
Samples: Equity Financing Agreement (Data443 Risk Mitigation, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesFresh Promise Foods, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesFresh Promise Foods, Inc.,a , 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 _________________________ J. X. XXXXX Enterprises, Inc. (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
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LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesRocky Mountain High Brands, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesRocky Mountain High Brands, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
Samples: Equity Financing Agreement (Rocky Mountain High Brands, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Getting Ready Corporation Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesGetting Ready Corporation, Inc.,a Nevada 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"“Holder”) pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's ’s common stock, $.001 .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 Holder (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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________333- ) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor Holder as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’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 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] [Missing Graphic Reference] EXHIBIT C Date:
Appears in 1 contract
LIST OF EXHIBITS. 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 LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: :___________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesXFit Brands, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesXFit Brands, Inc.,a , 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 _________________________ GHS Investments LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620 , 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] , 20 and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number____ Dear Mr.___________, This is to inform you that as of today, XFit Brands, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $____________. The Valuation Period runs from__________________ until_________________ . The Purchase Price is: $_________________ The number of Put Shares Due:______________________ . The current number of shares of common stock issued and outstanding is:_______________________ . The number of shares currently available for issuance on the S-1 is:______________________________ . XFit Brands, Inc. By: Name: Title: Chief Executive Officer By: Name: Title: Authorized Second Signature EXHIBIT D PUT SETTLEMENT SHEET Date:_________________ Dear Mr._________, Pursuant to the Put Notice Number___________given by XFit Brands, Ixx.xx GHS Investments LLC(“GHS”) on___________________201__, we are now submitting the number of shares of Common Stock for you to issue to GHS based this price per share______________________. Please have a certificate bearing no restrictive legend totaling_______________shares issued to GHS immediately and send via DWAC to the following account: [INSERT] If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT EXHIBITS: --------- Exhibit A Registration Rights Revolving Credit Note Exhibit A-1 Term Note Exhibit A-2 Acquisition Note Exhibit B Borrowers' and each Subsidiary's Business Locations Exhibit C Form of Borrowing Base Certificate Exhibit D Jurisdictions in which Borrowers and each Subsidiary are Authorized to do Business Exhibit E Capital Structure of Borrowers Exhibit F Corporate Names Exhibit G Tax Identification Numbers of Subsidiaries Exhibit H Patents, Trademarks, Copyrights and Licenses Exhibit I Certain Business Practices Exhibit J Litigation Exhibit K Capitalized Leases Exhibit L Operating Leases Exhibit M Pension Plans Exhibit N Labor Contracts Exhibit O Compliance Certificate Exhibit P Permitted Liens Exhibit Q Schedule of Documents Exhibit R Inactive Subsidiaries Exhibit S Medicare and Medicaid Exhibit T Existing Indebtedness Exhibit U Settlement Reserves Exhibit V Surety Obligations Exhibit W Payroll Accounts Exhibit X Material Contracts Exhibit Y Financial Statement Changes LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made this 30th day of October, 1998, by and among RAMSAY HEALTH CARE, INC., a Delaware corporation ("HOLDINGS"), with its principal place of business at Columbus Center, One Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxx 00000, xxch of the Subsidiaries of Holdings party to this Agreement and listed in EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "CompanyHOLDINGS SUBSIDIARIES"), each of which is a corporation or other legal entity as indicated in EXHIBIT B, is organized under the laws of the jurisdiction indicated in EXHIBIT B, and has its principal place of business at the location indicated in EXHIBIT B (Holdings, the Holdings Subsidiaries, and each other Subsidiary of Holdings or of any Subsidiary of Holdings from time to time party to this Agreement are hereinafter collectively referred to as "BORROWERS" and each individually as a "BORROWER"), and have represented the Company FLEET CAPITAL CORPORATION, a Rhode Island corporation (in connection its individual capacity, "FCC"), 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 stockoffices at 2711 Xxxxx Xxxxxxx Xxxxxx, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment AgreementSuite 2100, the Company also has entered into LB 21, Dallas Texas 75204, as 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 Lender (as hereinafter defined in the Registration Rights AgreementAPPENDIX A), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933and as agent for all Lenders, as amended (the in such capacity, "1933 ActAGENT"), and such Persons (as hereinafter defined in APPENDIX A) who are or hereafter become parties to this Agreement as Lenders. In connection Capitalized terms used in this Agreement have the meanings assigned to them in APPENDIX A, General Definitions. Accounting terms not otherwise specifically defined herein shall be construed in accordance 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] [Missing Graphic Reference] EXHIBIT C Date:GAAP consistently applied.
Appears in 1 contract
Samples: Loan and Security Agreement (Ramsay Health Care Inc)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesIIOT-OXYS, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesIIOT-OXYS, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, IIOT-OXYS, Inc.., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, IIOT-OXYS, Inc.. By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by IIOT-OXYS, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: _________________________________ Name: Title
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, DarkPulse, Inc., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, DarkPulse, Inc.. By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by DarkPulse, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: _________________________________ Name: Title
Appears in 1 contract
Samples: Amended Equity Financing Agreement (DarkPulse, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesElev8 Brands, Inc. Inc., Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesElev8 Brands, Inc.,a Nevada , a Utah corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.00001 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Elev8 Brands, Inc., a Utah corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Elev8 Brands, Inc., By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Elev8 Brands, Inc., to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A [Missing Graphic Reference] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Halberd Corporation Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesHalberd Corporation., Inc.,a 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 _________________________ Dutchess Equity Fund, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 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_ ___, 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 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] [Missing Graphic Reference] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
Appears in 1 contract
Samples: Investment Agreement (Halberd Corp)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Sunshine Biopharma Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSunshine Biopharma Inc., Inc.,a Nevada a Colorado corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.01 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Sunshine Biopharma, Inc., a Colorado corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due: ___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Sunshine Biopharma, Inc. By: __________________________________ Name: Caxxxxx Xxxxxxx Title: Chief Financial Officer EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Sunshine Biopharma, Inc., to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: __________________________________ Name: Title:
Appears in 1 contract
Samples: Equity Financing Agreement (Sunshine Biopharma, Inc)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: ____________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. High Performance Beverages Company Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesHigh Performance Beverages Company, Inc.,a 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 _________________________ GHS Investments LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 .00001 par value per share (the "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 ’s obligations under the Registration Rights Agreement, on ___, 20_________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] , 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
Samples: Investment Agreement (High Performance Beverages Co.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] Escrow Release Statement EXHIBIT E Warrant Agreement EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date:__________ Transfer Agent: _________________ [TRANSFER AGENT] ReAddress: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, 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 _______________________ _______________________________ Attn: __________________________ Email: _________________________ Re: West Coast Ventures Group Corp. Ladies and Gentlemen: We are counsel to West Coast Ventures Group Corp., a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Standby Equity Commitment Agreement (the "Investment Agreement") entered into by and among the Company and GC Investments I, LLC (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 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 ____________ , 20___, 2006, the Company filed a Registration Statement on Form S- ___ 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 effective under the 1933 Act at [enter the time of effectiveness] _____on [enter the date of effectiveness] _____, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC SEC, and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.______________ This is to inform you that as of today, West Coast Ventures Group Corp., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Standby Equity Commitment Agreement to require GC Investments I, LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________ The Valuation Period runs from _____ until _____ The Purchase Price is: $__________ The number of Put Shares Due: ______________ The current number of shares of common stock issued and outstanding is: The number of shares currently available for issuance under the S-1 is: __________ Regards, West Coast Ventures Group Corp. By:________________________ Name: Title: EXHIBIT D ESCROW RELEASE STATEMENT Date:__________ West Coast Ventures Group Corp. 00000 X 00xx Xxx. Xxxx X0X, Xxxxxx, XX 00000 Dear Xx. Xxxxx, GC Investments I, LLC (“GCI”) hereby releases, or instructs escrow to release, to West Coast Ventures Group Corp. (the “Company”), the following Adjusted Purchase Price for the Put Notice originally submitted on _____________: Original Put Notice Shares Issued Per the Put Notice: _____________ Share Price in Put Notice: _____________ Original Purchase Price: ______________ Adjustments Average Sale Price/Share During Valuation Period: _________________ Commissions: ________________ Clearing Fees: ________________ Legal Fees: ________________ Other Admin. Costs (if any): ________________ Adjusted Purchase Price Due: ________________ GC INVESTMENTS I, LLC By:___________________ Name: ________________ Title: _________________
Appears in 1 contract
Samples: Equity Commitment Agreement (West Coast Ventures Group Corp.)
LIST OF EXHIBITS. 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 [Missing Graphic Reference] FREE.INVESTMENT AGREEMENT.OCTOBER.2012 EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT (Please see Exhibit 99.2 to this Form 6-K) EXHIBIT B OPINION OF COMPANY’S COUNSEL (Attached) [FORM OF NOTICE OPINION OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENTXXXXXXXX ISLANDS COUNSEL] Re: Xxxxx Xxxxxxx Racing Stables, FreeSeas Inc. Ladies and Gentlemen: We are have acted as Xxxxxxxx Islands counsel to Xxxxx Xxxxxxx Racing StablesFreeSeas Inc., Inc.,a Nevada a Xxxxxxxx Islands 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 ’s common stock, par value $.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 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 1933related preferred share purchase rights, as amended (the "1933 Act"). In connection with described in the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) F-1 (the "“Registration Statement"”) as filed with the U.S. Securities and Exchange Commission (the "SECCommission") and as thereafter amended or supplemented. The Registration Statement includes 2,352,962 shares of Common Stock (the “Registered Shares”) issuable pursuant to an Investment Agreement dated as of October 11, 2012 (the “Investment Agreement”), between the Company and Dutchess Opportunity Fund, II, LP (“Dutchess”). The Registered Shares are included in the Registration Statement for purposes of registering the resale of the Registered Shares by Dutchess, as described in the form of prospectus included in the Registration Statement relating to such resale (the Registrable Securities which names “Prospectus”). We have examined copies, certified or otherwise identified to our satisfaction, of the Investor following documents (together, the “Documents”): (i) the Registration Statement; (ii) the Prospectus; (iii) the Company’s Amended and Restated Articles of Incorporation, as amended; (iv) the Company’s Amended and Restated By-laws, as amended; (v) the Investment Agreement; (vi) an excerpt of the minutes of a selling shareholder thereundermeeting of the Board of Directors of the Company held on October 3, 2012; (vii) the Shareholders Rights Agreement effective as of January 14, 2009 between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”); and (vii) minutes of a meeting of the Board of Directors of the Company held on November 13, 2008. In connection with such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures, and the legal competence or capacity of persons or entities to execute and deliver such documents. As to questions of fact that are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, officers and directors of the Company, and others, and have made no independent investigation, but have assumed that any representation, warranty or statement of fact or law, other than as to the laws of the Xxxxxxxx Islands, made in any of the Documents is true, accurate and complete; Based upon and subject to the foregoing, and having regard to such other legal considerations that we advise you that [a member deem relevant, we are 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] [Missing Graphic Reference] EXHIBIT C Dateopinion that:
Appears in 1 contract
Samples: Investment Agreement (Freeseas Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Dominovas Energy Corporation Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDominovas Energy Corporation., Inc.,a 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 _________________________ GHS Investments LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Mr. __________, This is to inform you that as of today, Dominovas Energy Corporation., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: ___________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Dominovas Energy Corporation. By: Name: Title: Chief Executive Officer EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Mr. ________, Pursuant to the Put given by Dominovas Energy Corporation. to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesWild Craze, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesWild Craze, Inc.,a , 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 _________________________ KVM Capital Partners (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 thereunderthere under. 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesPayment Data Systems, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesPayment Data Systems, Inc.,a , 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 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 effectiveeffective ] [the Registration Statement has become effective]under 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] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Payment Data Systems, Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, Ltd. to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ Regards, _____________ Xxxxxxx Xxxx, CEO Payment Data Systems, Inc. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Xx. Xxxx, Pursuant to the Put given by Payment Data Systems, 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 send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: 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: Amended Investment Agreement (Payment Data Systems Inc)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Exhibit 1 Implementation of Certain CMC Provisions Exhibit 2 DB Contractor’s Proposal Commitments Exhibit 3 List of Reference Information Documents Exhibit 4 Maintenance Price Appendix 1 Maintenance Price – General Maintenance Payment Schedule Appendix 2 Maintenance Price – Pavement Renewal Work Payment Schedule Exhibit 5 Form of Draw Request and Certificate Exhibit 6 Forms of Bonds Appendix 1 Form of Maintenance Performance Bond Appendix 2 Form of Maintenance Payment Bond Exhibit 7 Form of Guaranty Exhibit 8 Form of Request for Change Order Exhibit 9 Lane Rental Charges [Omit for Projects that do not utilize Lane Rental Charges] Exhibit 10 Noncompliance Points Provisions [Omit for Projects that do not utilize Noncompliance provisions] Exhibit 11 Key Subcontractors Exhibit 12 Key Personnel Exhibit 13 Initial Designation of Authorized Representatives Exhibit 14 Disputes Resolution Requirements Exhibit 15 Maintained Elements Exhibit 16 Maintenance Limits Exhibit 17 DB Contractor Obligations related to Project-Specific Third-Party Agreements CAPITAL MAINTENANCE AGREEMENT [NAME OF PROJECT] This Capital Maintenance Agreement EXHIBIT B Opinion (this “CMA”), dated as of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference●] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"“Effective Date”), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") is entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares between: TxDOT: Texas Department of Transportation, a public agency of the Company's common stockState of Texas and DB Contractor: [●], $.001 par value per share (a [Insert appropriate bracketed text, and delete all bracketed text that is not applicable] [corporation organized and existing under the "Common Stock") on laws of the terms State of [●]][[insert appropriate state] limited liability company][partnership, consisting of [insert partner names and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreementany organizational form][joint venture, consisting of [●] and [●]][an individual or sole proprietorship owned by [●]], 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 location 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 whose principal office is: [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effectiveAddress] [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] [Missing Graphic Reference] EXHIBIT C Date:Address].
Appears in 1 contract
Samples: Capital Maintenance Agreement
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesArtificial Intelligence Technology Solutions, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesArtificial Intelligence Technology Solutions, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
Samples: Equity Financing Agreement (Artificial Intelligence Technology Solutions Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: :___________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. PositiveID Corp. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesPositiveID Corp., Inc.,a Nevada corporation a Delawarecorporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity FinancingInvestment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.01 par value per share (the "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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of today, PositiveID Corp., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, PositiveID Corp. By: /s/ Wxxxxxx Xxxxxxx Name: Wxxxxxx Xxxxxxx Title: Chief Executive Officer EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by PositiveID Cxxx.xx GHS Investments LLC(“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: Name: Title
Appears in 1 contract
Samples: Reserve Equity Financing Agreement (POSITIVEID Corp)
LIST OF EXHIBITS. EXHIBIT A "A" Custodial Agreement EXHIBIT "B" Form of Lockbox Agreement EXHIBIT "C" Permitted Liens and Encumbrances EXHIBIT "D" List of Applicable Underlying Loans EXHIBIT "E" Form of Servicing Agreement EXHIBIT "F" Form of Warrant to Purchase Shares of Common Stock of Equivest Finance, Inc. EXHIBIT "G" Pending Litigation EXHIBIT "H" Form of Pledge and Assignment of Note Receivable and Applicable Mortgage EXHIBIT "I" Registration Rights Agreement EXHIBIT B Opinion "J" Commitment EXHIBIT "K" Intentionally Omitted EXHIBIT "L" Existing Liens Schedule A Schedule of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies Excluded Stock Issuances LOAN AND SECURITY AGREEMENT --------------------------- THIS LOAN AND SECURITY AGREEMENT is made and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into as of August 25, 1998, by and among the Company RESORT FUNDING, INC., a Delaware corporation, EQUIVEST FINANCE, INC., a Florida corporation, EASTERN RESORTS COMPANY, LLC, a Rhode Island limited liability company, and _________________________ EASTERN RESORTS CORPORATION, a Delaware corporation, jointly and severally (collectively, the "InvestorBorrower") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stockand CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, $.001 par value per share a Delaware limited liability company (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 ActLender"). In connection with consideration of the Company's obligations under mutual covenants and agreements contained herein and other good and valuable consideration, the Registration Rights receipt and adequacy of which are hereby acknowledged, the parties to this Agreement, on ____________ ___intending to be legally bound, 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 hereby agree 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] [Missing Graphic Reference] EXHIBIT C Datefollows:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Form of Company's Counsel Drawdown Notice EXHIBIT C Put Notice Investor Questionnaire EXHIBIT D Put Drawdown Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF DRAWDOWN NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: RE: Drawdown Notice Number __ Dear _____________, This is to inform you that as of today, PositiveID Corporation, a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require IBC Funds LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this Drawdown is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Drawdown Shares Due:___________________. The current number of shares of common stock issued and outstanding is: __________ [TRANSFER AGENT] Re________. The number of shares currently available for issuance on the Registration Statement on Form S-1 is: Xxxxx Xxxxxxx Racing Stables________________________. Regards, Inc. Ladies and GentlemenPOSITIVEID CORPORATION By: We are counsel to Xxxxx Xxxxxxx Racing Stables, 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 Name: Title: EXHIBIT C Form of Investor shares of the Company's common stockQuestionnaire 23 EXHIBIT D DRAWDOWN SETTLEMENT SHEET Date: ________________ Dear _____________, $.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 Drawdown given by PositiveID Corporation (the "Registration Rights Agreement"“Company”) 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 IBC Funds LLC (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, “Investor”) on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No201_, we are now submitting the amount of common shares for you to issue to the Investor. 333-Please have a certificate bearing no restrictive legend totaling ________) (the "Registration Statement") with the Securities __ shares issued to Investor immediately and Exchange send via its Deposit Withdrawal Agent Commission (the "SEC"“DWAC”) relating system to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoingfollowing account: [INSERT] If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, we advise you that [a member will have the funds wired to the Company. Regards, IBC FUNDS LLC By: _________________________________ Name: Title: SCHEDULE 4.3 As of May 9, 2013, (a) 15,753,399 shares of Company Common Stock were issued and outstanding, (b) no shares of Series C Preferred Stock were issued and outstanding, (c) 300 shares of Series F Preferred Stock were issued and outstanding, (d) no shares of Series H Preferred Stock were issued and outstanding, (e) 429,320 shares of Company Common Stock were reserved for issuance upon the exercise of options issued or issuable under the Company’s equity compensation plans, and 12,485 shares of Company Common Stock were reserved for issuance upon the exercise of stock options issued outside of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Company’s equity compensation plans, (f) 531,453 warrants to purchase shares of Company Common Stock were outstanding, and (g) no shares of Company Common Stock were held in treasury. 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] [Missing Graphic Reference] EXHIBIT C Date:Rights
Appears in 1 contract
LIST OF EXHIBITS. 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 [Missing Graphic Reference] None. EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Alliance Recovery Corporation Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesAlliance Recovery Corporation, Inc.,a Nevada 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, $.001 .01 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 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] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Alliance Recovery Corporation, a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, Ltd. to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ Minimum Acceptable Price: $________________________ Regards, _________________________ Xxxxx Xxxxxxx, CEO Alliance Recovery Corporation EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Mr. Vaisler, Pursuant to the Put given by Alliance Recovery Corporation 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 send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx DATE. . . . . . . . . . . . . . . . . . . . . .....PRICE Date of Day 1 . . . . . . . . . . . . . . . . Closing Bid of Day 1 Date of Day 2 . . . . . . . . . . . . . . . . Closing Bid of Day 2 Date of Day 3 . . . . . . . . . . . . . . . . Closing Bid of Day 3 Date of Day 4 . . . . . . . . . . . . . . . . Closing Bid of Day 4 Date of Day 5 . . . . . . . . . . . . . . . . Closing Bid of Day 5 LOWEST 1 (ONE) CLOSING BID IN PRICING PERIOD PUT AMOUNT AMOUNT WIRED TO COMPANY PURCHASE PRICE (94)% (NINETY-FOUR PERCENT)) AMOUNT OF SHARES DUE The undersigned has completed this Put as of this ___th day of _________, 200_. ALLIANCE RECOVERY CORPORATION ______________________________ Xxxxx Xxxxxxx, CEO SCHEDULE 4(c) CAPITALIZATION None. SCHEDULE 4(e) CONFLICTS None. 39 SCHEDULE 4(g) MATERIAL CHANGES None. SCHEDULE 4(h) LITIGATION None. 41 SCHEDULE 4(l) INTELLECTUAL PROPERTY None. 42 SCHEDULE 4(n) LIENS None. SCHEDULE 4(t) CERTAIN TRANSACTIONS
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [[ TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesRocky Mountain High Brands, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesRocky Mountain High Brands, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of today, Rocky Mountain High Brands, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Rocky Mountain High Brands, Inc. By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Rocky Mountain High Brands, Inc. to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: [INSERT] If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: _________________________________ Name: Title: Member
Appears in 1 contract
Samples: Securities Purchase Agreement (Rocky Mountain High Brands, Inc.)
LIST OF EXHIBITS. 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 [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] 34 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesSignet International Holdings, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSignet International Holdings, Inc.,a Nevada , 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, $.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 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 ____________ on___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-333- _________ ) (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 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] [Missing Graphic Reference] EXHIBIT C Date:
Appears in 1 contract
Samples: Investment Agreement (Signet International Holdings, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesVNUE, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesVNUE, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: ____________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 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 ’s obligations under the Registration Rights Agreement, on ___________, 20__ ___, 2006, the Company filed a Registration Statement on Form S- ___ 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 effective under the 1933 Act at [enter the time of effectiveness] _______ on [enter the date of effectiveness] ______________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number _______ Dear Mr./Ms.__________, This is to inform you that as of today, DarkPulse, Inc., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, DarkPulse, Inc.. By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by DarkPulse, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send 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, GHS INVESTMENTS LLC By: _________________________________ Name: Title
Appears in 1 contract
Samples: Second Amended Equity Financing Agreement (DarkPulse, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet 32 LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] 34 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesSunrise Energy Resources, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSunrise Energy Resources, Inc.,a Nevada , 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 "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder 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 Holder (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 Holder 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 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] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Sunrise Energy Resources, Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: Regards, ___________________________________________________ Konstantin Tsiryulnikov, CEO Sunrise Energy Resources, Inc. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Mr. Tsiryulnikov, Pursuant to the Put given by Sunrise Energy Resources, Inc. to Dutchess Private Equities Fund, L.P. 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, LP immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: 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 (Sunrise Energy Resources Inc)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesLone Star Gold, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesLone Star Gold, Inc.,a , 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 _________________________ Fairhills Capital Offshore Ltd. (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, stock with $.001 0.001 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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 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] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet BEDMINSTER.INVESTMENT.AGREEMENT.MAY.2006 LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] BEDMINSTER.INVESTMENT.AGREEMENT.MAY.2006 EXHIBIT A [Missing Graphic Reference] BEDMINSTER.INVESTMENT.AGREEMENT.MAY.2006 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Bedminster National Corp. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesBedminster National Corp., Inc.,a Nevada 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"“Holder”) pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's ’s Class A common stock, $.001 .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 Holder (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 ’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 Holder as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’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 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] [Missing Graphic Reference] BEDMINSTER.INVESTMENT.AGREEMENT.MAY.2006 EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Bedminster National Corp., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, LP to purchase shares of its Class A Common Stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of Class A shares issued and outstanding as of the Company are: The number of Class A shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ The Minimal Acceptable Price is $________. Regards, _____________ Xxxx Xxxxxxxx, President and CEO Bedminster National Corp. BEDMINSTER.INVESTMENT.AGREEMENT.MAY.2006 EXHIBIT D
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet BUYER GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008 LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] BUYER GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008 EXHIBIT A [Missing Graphic Reference] BUYER GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ Date [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesBuyer Group International, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesBuyer Group International, Inc.,a , 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 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-________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 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] [Missing Graphic Reference] BUYER GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008 EXHIBIT C Date:
Appears in 1 contract
Samples: Investment Agreement (Buyer Group International, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Jammin Java Corp. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesJammin Java Corp., Inc.,a 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 _________________________ Fairhills Capital Offshore Ltd. (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 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 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 ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, 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 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] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
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LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] Escrow Release Statement EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date:__________ Transfer Agent: _________________ [TRANSFER AGENT] ReAddress: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, 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 _______________________ _______________________________ Attn: __________________________ Email: _________________________ Re: The 4 Less Group, Inc. Ladies and Gentlemen: We are counsel to The 4 Less Group, Inc., a Nevada corporation (the "“Company”), and have represented the Company in connection with that certain Standby Equity Commitment Agreement (the “Investment Agreement”) entered into by and among the Company and GC Investments I, LLC (the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 with no 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 ’s obligations under the Registration Rights Agreement, on ____________ , 20___, 2006, the Company filed a Registration Statement on Form S- ___ 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 ’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 effective under the 1933 Act at [enter the time of effectiveness] _____on [enter the date of effectiveness] _____, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC SEC, and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:
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