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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Ladies and Gentlemen: We are counsel to Halberd Corporation., 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, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Lone Star Gold, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Lone Star Gold, 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 Dutchess Equity Fund, LP 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, without $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 ____________ ___, 200_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
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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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation VIPER RESOURCES, INC.. Ladies and Gentlemen: We are counsel to Halberd Corporation.Viper Resources, 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 Dutchess Equity 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, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] HALBERD CORPORATIONDate: RE: Put Notice Number __ Dear Xx. INVESTMENT AGREEMENTXxxxxxxx, This is to inform you that as of today, Viper Resources, 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. APRIL 2009 EXHIBIT C 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, Name: Title: Date:: Dear ______, Pursuant to the Put given by Viper Resources, 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: 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, Xxxxxxx X. Xxxxxxxx
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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation DSG Global, Inc., Ladies and Gentlemen: We are counsel to Halberd Corporation.DSG Global, Inc., 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 Dutchess Equity FundGHS Investments, LP (the "LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, without $.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 ____________ ___, 200_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
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LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Exhibit RC Reimbursable Costs Exhibit ALT Alternatives Exhibit CD List of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Ladies Contract Documents Exhibit OPT Options Exhibit PA List of Project Approvals and Gentlemen: We are counsel to Halberd Corporation.Other Requirements Affecting the Work Exhibit KPS Key Project Staff Exhibit RSP Required Subcontract Provisions Exhibit SCD List of Site Conditions Documents Exhibit SCH Schedule Requirements This Construction Services Contract (“Contract’) is made as of the day of 2022 by and between the Xxxxx County Airport Authority, a Nevada corporation public body corporate, with principal offices located at 00000 Xxxxxx Xxxxx, #000, Xxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as the "Company"“Owner”), and , a corporation located at (hereinafter referred to as the “Contractor”). All capitalized terms not defined herein shall have represented the Company meanings ascribed to them in connection with that certain Investment Agreement (Section 10 of the "Investment Agreement") entered into by General Provisions. The Owner and among the Company and Dutchess Equity Fund, LP (Contractor may hereinafter be referred to individually as a “Party” or collectively as the "Investor") pursuant to which the Company has agreed to issue “Parties.”
A. Pursuant to the Investor shares Michigan Aeronautics Code, specifically the Public Airport Authority Act, MCL 259.108 – 259.125c, the Owner has operational jurisdiction of the Company's common stockWillow Run Airport (hereinafter referred to as the “Airport”).
B. The Owner requires construction services for the implementation of the Project described below, without par value per share (the "Common Stock") on the terms and conditions as set forth in the Investment AgreementOwner’s Request for Bids, No. Pursuant 220835, as supplemented and modified by the Addenda, if any, listed in Exhibit CD (the “RFB”).
C. The Contractor named above, being the successful Bidder of the RFB, selected by the Owner for Award of this Contract in accordance with Applicable Laws, desires to perform such construction services, and represents and warrants that it possesses the Investment Agreementnecessary professional and technical qualifications and capabilities to perform the same. In consideration of the mutual agreements and obligations of the Parties set forth below, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC Owner and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C DateContractor hereby agree as follows:
Appears in 1 contract
Samples: Construction Services 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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation [COMPANY] Ladies and Gentlemen: We are counsel to Halberd Corporation.[COMPANY], 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, 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_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation HUMBL, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.HUMBL, Inc., a Nevada 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 Dutchess Equity Fund, LP 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, 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 ____________ ___, 200_ 20__, 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
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LIST OF EXHIBITS. EXHIBIT Exhibit A Registration Rights List of Leases Exhibit B Form of Monthly Statement Exhibit C Identification of Accounts Exhibit D Substitute Lease Transfer Agreement EXHIBIT B Opinion POOLING AND SERVICING AGREEMENT THIS POOLING AND SERVICING AGREEMENT, is made and entered into as of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Ladies and Gentlemen: We are counsel to Halberd Corporation.October 6, 1995 (this "Agreement"), among Trans Leasing International, Inc., a Nevada Delaware corporation ("Trans Leasing"), as Servicer, TL Lease Funding Corp. IV, a Delaware corporation (the "CompanySeller"), and have represented the Company in connection with that certain Investment Agreement TLFC IV Equipment Lease Trust 1995-1, a Delaware business trust (the "Investment Agreement") entered into by and among the Company and Dutchess Equity Fund, LP (Issuer" or the "InvestorTrust") pursuant to which ). Other capitalized terms used in this Agreement are defined in Section 1.1. Trans Leasing in the Company has agreed to issue ordinary course of its business originates equipment leases in the United States; Pursuant to the Investor shares of Contribution and Sale Agreement, Trans Leasing has sold and contributed the Company's common stockLeases and interests in the related Equipment, without par value per share (to the "Common Stock") on Seller upon the terms and conditions set forth in the Investment Agreement. therein; Pursuant to the Investment this Agreement, the Company also has entered into a Registration Rights Agreement with Seller will sell and convey to the Investor (Issuer the "Registration Rights Agreement") pursuant to which Leases and the Company agreed, among other things, to register the Registrable Securities (as defined interests in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act related Equipment it received pursuant to the Registration StatementContribution and Sale Agreement and certain of its rights under the Contribution and Sale Agreement; The Issuer will pledge its rights in the Leases, related Equipment and other property received from the Seller to the Indenture Trustee to secure payments due under the Notes; and Trans Leasing intends to continue administering and servicing the Leases and the related Equipment in its capacity as Servicer pursuant to this Agreement. Very truly yoursIn consideration of the mutual agreements contained in this Agreement, [Company Counsel] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:each party agrees as follows for the benefit of the other Parties and the Holders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Trans Leasing 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: ____________ [TRANSFER AGENT] Re: Halberd Corporation High Performance Beverages Company Ladies and Gentlemen: We are counsel to Halberd Corporation.High Performance Beverages Company, 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 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, without $.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__, 200_ 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
Appears in 1 contract
Samples: Investment Agreement (High Performance Beverages Co.)
LIST OF EXHIBITS. EXHIBIT Exhibit A Registration Rights Agreement EXHIBIT Scope of Work Annex 1 to Exhibit A: STATION 56 NEW 12kV SOURCE PROJECT DESCRIPTION Exhibit B Opinion of Projected Milestone Schedule Exhibit C Insurance Requirements Exhibit D Estimated Cost Breakdown COMPANY shall perform the following Work under this Agreement: Design, engineer, procure, construct, test and place into service the new Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Ladies and Gentlemen: We are counsel to Halberd Corporation., a Nevada corporation (the "Company")-owned and/or operated facilities, and have represented the modifications to existing Company-owned and/or operated facilities, as contemplated in the “STATION 56 NEW 12kV SOURCE PROJECT DESCRIPTION" attached as Annex 1 to this Exhibit. Perform engineering review and field verifications as required on the facilities described in Annex 1 to this Exhibit. Prepare, file for, and use commercially reasonable efforts to obtain any Required Approvals that must be obtained by Company to enable it to perform the work and any other of its obligations contemplated by this Exhibit and this Agreement. Inspect, review, witness, examine and test, from time to time, Company’s work contemplated herein and conduct other project management, administration and oversight activities in connection with that certain Investment Agreement (the "Investment Agreement") entered into work contemplated by this Exhibit. Review, from time to time, permitting, licensing, real property, and among the Company and Dutchess Equity Fund, LP (the "Investor") pursuant to which the Company has agreed to issue other materials relating to the Investor shares work contemplated herein. Retain and use outside experts, counsel, consultants, and contractors in furtherance of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth work contemplated herein. Perform any other reasonable tasks necessary or advisable 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 work contemplated by this Exhibit (including, without limitation, any changes thereto). For the Registration Rights Agreement, on _________, 200_ avoidance of doubt: 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 shall not have any responsibility for seeking or acquiring any real property rights in connection with the foregoingWork or the Project including, we advise you without limitation, licenses, consents, permissions, certificates, approvals, or authorizations, or fee, easement or right of way interests. Neither this Agreement nor the Company’s Work include securing or arranging for Customer or any third party to have access rights in, through, over or under any real property owned or controlled by the Company. NOTE: COMPANY’s specifications for electrical requirements referenced for this Agreement include: ESB-750; ESB-752; ESB-755 and ESB-756, Appendix A as such may be amended, modified and superseded from time to time. See: xxxxx://xxx.xxxxxxxxxxxxxx.xxx/niagaramohawk/construction/3_elec_specs.asp PROJECT DESCRIPTION RG&E will add one new 115/12kV, 22 MVA transformer (4T) at Station 56 to be connected as a tee tap to the National Grid, Trunk 23 transmission line adjacent to the station. The 115kV and 12.5kV buses will be reconfigured. RG&E work will generally consist of adding the following: A 115/12kV, 22 MVA Transformer (4T) Two 115kV dead-end structures along with the 115kV breakers and bus work 12.5kV Gas Insulated Switchgear (GIS) equipment and Control Building Control equipment and auxiliary systems The relocation/modifications of 12.5kV feeders and two new 12kV distribution circuits Station 56 is located at 000 X Xxxxxxxxx Xxxx, Xxxxxxxxx XX 00000. Presently, three National Grid transmission lines are adjacent to Station 56 (Trunk 23, Trunk 24 and Trunk 25). The normal source for the existing transformer 3T is Trunk 24 with Trunk 25 as the backup. Transformer 3T utilizes one 115kV circuit switcher for protection. RG&E will rebuild Station 56 and a new 115kV high side configuration will be established. The new configuration consists of two transformers (existing 3T and new 4T) with high side 115kV circuit breakers for their control and protection and a normally open tie breaker that [a member will connect the 115kV sources in case of the SEC's staff has advised us loss of a transmission line. RG&E will perform all work located outside of the property line of the National Grid right of way/property line. All work inside the National Grid right of way/property line will be performed by telephone that National Grid. RG&E will perform the SEC has entered an order declaring following work: Station 56: 115 kV: A sectionalized bus configuration with three 115kV SF6 breakers and motor gang operated disconnect switches. The tie breaker will be normally open. 2 – power transformers 115/13kV, 13.4/17.9/22.4 MVA (65 °C), with LTC. Impedance = 7.67% at 115/13kV and 22MVA. 12 kV: 12kV GIS, with 6 feeder positions, two incoming transformer positions and one normally open tie breaker. P&C: Install new protection and control devices for the Registration Statement effective] [115 kV and 12 kV buses, the Registration Statement has become effective] under Power Transformers, and all 12 kV distribution feeders. New coordination study and relay settings with the 1933 Act at [enter remote stations (if necessary). No DTT will be implemented. Communication: Relay communications for system protection will be via fiber using the time of effectiveness] on [enter the date of effectiveness] existing SONET (JMUX) system in Station 56. Station 82 and 121: Protection and Control It is necessary to implement new relay settings in Station 82 and Station 121 to the best relays that protect the Trunk 23 transmission line. RG&E will provide and implement the new settings and National Grid will approve the new settings. RG&E Station 122 and Mortimer Station: Protection and Control It is necessary to implement new relay settings in Mortimer Station and Station 122 to the relays that protect the Trunk 25 transmission line. RG&E will provide the new settings for both stations. RG&E will implement the new settings at Station 122. National Grid will approve and implement the new settings at Mortimer Station. National Grid will perform the following work: Trunk 23: Transmission Line Work Trunk 23 runs from Station 82 to Station 121, the line runs adjacent to Station 56. A new structure and arrangement outside Station 56 will be necessary to connect the new 4T Transformer to the Line. It will be necessary to connect the Power Cables from the new structure outside Station 56 to the dead end structure inside Station 56. Protection and Control National Grid will approve the new relay settings in Station 82 and Station 121 that protect Trunk 23 transmission line. Trunk 25: Transmission Line Work Trunk 25 runs from Mortimer Station to Station 122, the line runs adjacent to Station 56. There is an existing structure used to connect the existing 3T transformer. National Grid needs to evaluate the existing structure and replace it (if necessary). Trunk 25 will become the normal source of our knowledge, after telephonic inquiry of a member 3T transformer. It will be necessary to connect the power cables from the structure outside Station 56 to the dead end structure inside Station 56. Note: The existing connection of the SEC’s staff, no stop order suspending its effectiveness has been issued 3T transformer to Trunk 24 will be removed by RG&E since the arrangement is located inside Station 56. Protection and no proceedings for that purpose are pending before, or threatened by, Control National Grid will approve and implement the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:new settings at Mortimer Station.
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Samples: Cost Reimbursement 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Wild Craze, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Wild Craze, 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 Dutchess Equity Fund, LP 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, without $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 ____________ ___, 200_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Statement Date:
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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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B ACGI.INVESTMENT.AGREEMENT.MARCH.2006 ACGI.INVESTMENT.AGREEMENT.MARCH.2006 ACGI.INVESTMENT.AGREEMENT.MARCH.2006 FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Amacore Group, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Amacore Group, Inc., a Nevada 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 Dutchess Equity Fund, LP _________________________ (the "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's common stock, without $.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 ____________ ___, 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 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 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C ACGI.INVESTMENT.AGREEMENT.MARCH.2006 Date:
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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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B BEDMINSTER.INVESTMENT.AGREEMENT.MAY.2006 BEDMINSTER.INVESTMENT.AGREEMENT.MAY.2006 BEDMINSTER.INVESTMENT.AGREEMENT.MAY.2006 FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Bedminster National Corp. Ladies and Gentlemen: We are counsel to Halberd Corporation.Bedminster National Corp., a Nevada 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 Dutchess Equity Fund, LP _________________________ (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, without $.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 ____________ ___, 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 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 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 yoursBEDMINSTER.INVESTMENT.AGREEMENT.MAY.2006 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 Counsel] HALBERD CORPORATIONhereby certifies that: The amount of this put is $__________. INVESTMENT AGREEMENTThe Pricing Period runs from ________ until _______. APRIL 2009 EXHIBIT C Date: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
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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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date[TRANSFER AGENT] Re: Ladies and Gentlemen: We are counsel to __________ [TRANSFER AGENT] Re: Halberd Corporation Ladies and Gentlemen: We are counsel to Halberd Corporation.________, 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, 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_ 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 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
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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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Getting Ready Corporation Ladies and Gentlemen: We are counsel to Halberd Getting Ready Corporation., a Nevada 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 Dutchess Equity Fund, LP (the "Investor"“Holder”) pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's ’s common stock, without $.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 _________, 200_ 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 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
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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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date[TRANSFER AGENT] Re: ___________________ [TRANSFER AGENT] Re: Halberd Corporation Ladies and Gentlemen: We are counsel to Halberd Corporation._________________, 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, 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_ 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 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Ladies and Gentlemen: We are counsel to Halberd Corporation.Payment Data Systems, 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 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, without $.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 ____________ ___, 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 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] HALBERD CORPORATIONDate: RE: Put Notice Number __ Dear Xx. INVESTMENT AGREEMENTXxxxxxxx, 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. APRIL 2009 EXHIBIT C 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. 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: 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, Xxxxxxx X. Xxxxxxxx
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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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Intelligent Highway Solutions, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Intelligent Highway Solutions, Inc., a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Equity Line Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and Dutchess Equity Fund, LP (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, without $0.00001 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 ____________ ___, 200_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
Appears in 1 contract
Samples: Equity Line Investment Agreement (Intelligent Highway 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation VNUE, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.VNUE, Inc., 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 Dutchess Equity FundGHS Investments, LP (the "LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, without $_____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200_ 20__, 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation IGEN Networks Corp. Ladies and Gentlemen: We are counsel to Halberd Corporation.IGEN Networks Corp., 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 Dutchess Equity FundJefferson Street Capital LLC, LP a New Jersey limited liability company (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, without $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 _________, 200_ 20 , the Company filed a Registration Statement on Form S- ___ (File No. 333-________- ) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Directview Holdings, Inc., Ladies and Gentlemen: We are counsel to Halberd Corporation.Directview Holdings, Inc., 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 Dutchess Equity FundGHS Investments, LP (the "LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, without $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 _________July 20, 200_ 218, 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
Appears in 1 contract
Samples: Equity Financing Agreement (Directview 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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Ladies and Gentlemen: We are counsel to Halberd Corporation.Silver Dragon Resources, Inc. a Nevada 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 Dutchess Equity Fund, LP _________________________ (the "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's common stock, without 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 ____________ ___, 200_ 2005, 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 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B LIST OF SCHEDULES FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Turbine Truck Engines, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Turbine Truck Engines, Inc., a Nevada 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 Dutchess Equity Fund, LP _________________________ (the "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's common stock, without $.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 ____________ ___, 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 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 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] HALBERD CORPORATIONDate: RE: Put Notice Number __ Dear Xx. INVESTMENT AGREEMENTXxxxxxxx, 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. APRIL 2009 EXHIBIT C 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. 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: 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, 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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Ladies and Gentlemen: We are counsel to Halberd Corporation.Payment Data Systems, 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 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, without $.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 ____________ ___, 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 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] HALBERD CORPORATIONDate: RE: Put Notice Number __ Dear Xx. INVESTMENT AGREEMENTXxxxxxxx, 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. APRIL 2009 EXHIBIT C 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. 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 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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation ___________________ Ladies and Gentlemen: We are counsel to Halberd Corporation._________________, 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, 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_ 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 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C 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 of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Stevia Nutra Corp Ladies and Gentlemen: We are counsel to Halberd Corporation.Stevia Nutra Corp., 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 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, without stock with $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 ____________ ___, 200_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Success Entertainment Group International, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Success Entertainment Group International, Inc., 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 Dutchess Equity FundGHS Investments, LP (the "LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, without $_____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200_ 20__, 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Clean Wind Energy Tower, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Clean Wind Energy Tower, 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 Dutchess Equity FundDeer Valley Management, LP LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, without $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 ____________ ___, 200_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
Appears in 1 contract
Samples: Investment Agreement (Clean Wind Energy Tower, 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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation ___________________ Ladies and Gentlemen: We are counsel to Halberd Corporation._________________, 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, 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_ 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 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation ConoItaliano, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.ConoItaliano, 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 Dutchess Equity Fund, LP 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, without $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 ____________ ___, 200_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: [TRANSFER AGENT] Re:___________________ [TRANSFER AGENT] Re: Halberd Corporation Ladies and Gentlemen: We are counsel to Halberd Corporation._________________, 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, 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_ 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 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation FreeSeas Inc. Ladies and Gentlemen: We are have acted as Xxxxxxxx Islands counsel to Halberd Corporation.FreeSeas Inc., a Nevada 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 Dutchess Equity Fund, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, without par value $.001 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 _________, 200_ 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Guided Therapeutics Inc., Ladies and Gentlemen: We are counsel to Halberd Corporation.Guided Therapeutics, Inc., 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 Dutchess Equity Fund, LP (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, 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 ____________ ___, 200_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
Appears in 1 contract
Samples: Equity Financing Agreement (Guided Therapeutics 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Fresh Promise Foods, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Fresh Promise Foods, Inc., a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and Dutchess Equity FundJ. X. XXXXX Enterprises, LP Inc. (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, without $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 ____________ ___, 200_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation H/Cell Energy Corporation, Ladies and Gentlemen: We are counsel to Halberd H/Cell Energy Corporation., 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 Dutchess Equity FundGHS Investments, LP LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, without $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 ____________ ___, 200_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Buyer Group International, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Buyer Group International, 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 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, without $.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 _________, 200_ 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 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Rocky Mountain High Brands, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Rocky Mountain High Brands, Inc., 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 Dutchess Equity Fund, LP 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, 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 ____________ ___, 200_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C 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 Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Sunrise Energy Resources, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Sunrise Energy Resources, Inc., a Nevada 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 Dutchess Equity Fund, LP _________________________ (the "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's common stock, without $.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 ____________ ___, 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 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 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] HALBERD CORPORATIONDate: RE: Put Notice Number __ Dear Xx. INVESTMENT AGREEMENTXxxxxxxx, 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. APRIL 2009 EXHIBIT C 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. 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: 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, Xxxxxxx X. Xxxxxxxx
Appears in 1 contract
Samples: Investment Agreement (Sunrise Energy Resources Inc)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Exhibit 1: Stock Power and Spouse Consent Exhibit 2: Election Under Section 83(b) of the Internal Revenue Code FOR VALUE RECEIVED and pursuant to that certain Stock Restriction Agreement EXHIBIT B Opinion dated as of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Ladies March , 2015 (the “Agreement”), the undersigned hereby sells, assigns and Gentlemen: We are counsel to Halberd Corporation.transfers unto , shares of the Common Stock, $0.0001 par value per share, of Aeglea BioTherapeutics, Inc., a Nevada Delaware corporation (the "“Company"”), and have represented standing in the undersigned’s name on the books of the Company represented by Certificate No(s). delivered herewith, and does hereby irrevocably constitute and appoint the Secretary of the Company as the undersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO. Dated: STOCKHOLDER (Signature) (Please Print Name) (Spouse’s Signature, if any) (Please Print Spouse’s Name) Instructions to Stockholder: Please do not fill in connection with that certain Investment any blanks other than the signature line. The purpose of this Stock Power and Assignment is to enable the Company and/or its assignee(s) to acquire the shares upon exercise of its “Repurchase Option” and “Right of First Refusal” set forth in the Agreement without requiring additional signatures on the part of the Stockholder or Stockholder’s Spouse, if any. The undersigned spouse of (“Stockholder”) has read, understands and hereby approves all the terms and conditions of the Stock Restriction Agreement dated March , 2015 (the “Agreement”), by and between Stockholder and Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”). I hereby agree to be irrevocably bound by all the terms and conditions of the 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 including but not limited to the Investor Company’s Repurchase Option and the Right of First Refusal contained therein) and further agree that any community property interest I may have in the shares of the Company's common stock, without par value per share ’s Common Stock that are held by Stockholder and are subject to the Agreement (the "Common Stock"“Shares”) on will be similarly bound by the terms and conditions set forth in the Investment Agreement. Pursuant I hereby appoint Stockholder as my attorney-in-fact, to act in my name, place and xxxxx with respect to any amendment of the Investment Agreement. Dated: Signature of Spouse [Sign Here] Name of Spouse [Please Print] ¨ Check this box if you do not have a spouse. The undersigned Taxpayer hereby elects, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which Section 83(b) of the Company agreedInternal Revenue Code of 1986, among other thingsas amended, to register include the Registrable Securities (as defined in the Registration Rights Agreement)excess, including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933if any, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that fair market value of the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act property described below at [enter the time of effectiveness] on [enter transfer over the date of effectiveness] and to amount paid for such property, as compensation for services in the best of our knowledgecalculation of: (1) regular gross income; (2) alternative minimum taxable income; or (3) disqualifying disposition gross income, after telephonic inquiry of a member of as 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:case may be.
Appears in 1 contract
Samples: Stock Restriction Agreement (Aeglea BioTherapeutics, Inc.)
LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion The following exhibits have been omitted and will be provided supplementally to the Commission upon request. Exhibit 2.01(a) - Banks and Commitments Exhibit 2.01(g)(iv) - Eurocurrency Liabilities (Regulation D) Exhibit 6.01 - List of Subsidiaries Exhibit 6.03 - List of Actions Pending Exhibit 6.15 - Franchise Agreements Exhibit 7.01(c)(i) - Opinions of the Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATIONand the Company's Special FCC Counsel addressed to the Banks Exhibit 7.01(c)(ii) - Opinion of Counsel for the Banks Addressed to the Banks Exhibit 7.01(d) - Officer's Certificate Exhibit 9.01(d) - List of Liens and Security Interests Exhibit 13.02 - Addresses for Notices Exhibit 13.07(c) - Assignment and Acceptance THIS 364-DAY CREDIT AGREEMENT (the "Agreement") made as of the 26th day of September 2000, is among COX COMMUNICATIONS, INC. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Ladies and Gentlemen: We are counsel to Halberd Corporation., a Nevada corporation (the "Company"), and have represented the Company BANKS party hereto, THE CHASE MANHATTAN BANK, as Administrative Agent for the Banks (hereinafter in connection with that certain Investment Agreement (such capacity called the "Investment AgreementAdministrative Agent"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as syndication agent and THE BANK OF NEW YORK and WACHOVIA BANK, N.A., as co-documentation agents. The Company has requested the Banks to extend Commitments (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) entered into by and among the Company and Dutchess Equity Fund, LP (the "Investor") pursuant to under which the Company has agreed to issue to the Investor shares may obtain revolving loans in an aggregate principal amount at any time outstanding not greater than $1,500,000,000. The proceeds of the Company's common stockBorrowings hereunder will be used by the Company for general corporate purposes, without par value per share (including the "Common Stock") on repayment of maturing commercial paper. The Banks are willing to establish the credit facility referred to in the preceding paragraph upon the terms and subject to the conditions set forth in the Investment Agreementherein. Pursuant to the Investment AgreementAccordingly, 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 (parties hereto agree as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Datefollows:
Appears in 1 contract
LIST OF EXHIBITS. EXHIBIT Exhibit A Registration Rights Agreement EXHIBIT Scope of Work Annex 1 to Exhibit A: STATION 56 NEW 12kV SOURCE PROJECT DESCRIPTION Exhibit B Opinion of Projected Milestone Schedule Exhibit C Insurance Requirements Exhibit D Estimated Cost Breakdown COMPANY shall perform the following Work under this Agreement: Design, engineer, procure, construct, test and place into service the new Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Ladies and Gentlemen: We are counsel to Halberd Corporation., a Nevada corporation (the "Company")-owned and/or operated facilities, and have represented the modifications to existing Company-owned and/or operated facilities, as contemplated in the “STATION 56 NEW 12kV SOURCE PROJECT DESCRIPTION" attached as Annex 1 to this Exhibit. Perform engineering review and field verifications as required on the facilities described in Annex 1 to this Exhibit. Prepare, file for, and use commercially reasonable efforts to obtain any Required Approvals that must be obtained by Company to enable it to perform the work and any other of its obligations contemplated by this Exhibit and this Agreement. Inspect, review, witness, examine and test, from time to time, Company’s work contemplated herein and conduct other project management, administration and oversight activities in connection with that certain Investment Agreement (the "Investment Agreement") entered into work contemplated by this Exhibit. Review, from time to time, permitting, licensing, real property, and among the Company and Dutchess Equity Fund, LP (the "Investor") pursuant to which the Company has agreed to issue other materials relating to the Investor shares work contemplated herein. Retain and use outside experts, counsel, consultants, and contractors in furtherance of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth work contemplated herein. Perform any other reasonable tasks necessary or advisable 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 work contemplated by this Exhibit (including, without limitation, any changes thereto). For the Registration Rights Agreement, on _________, 200_ avoidance of doubt: 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 shall not have any responsibility for seeking or acquiring any real property rights in connection with the foregoingWork or the Project including, we advise you without limitation, licenses, consents, permissions, certificates, approvals, or authorizations, or fee, easement or right of way interests. Neither this Agreement nor the Company’s Work include securing or arranging for Customer or any third party to have access rights in, through, over or under any real property owned or controlled by the Company. NOTE: COMPANY’s specifications for electrical requirements referenced for this Agreement include: ESB-750; ESB-752; ESB-755 and ESB-756, Appendix A as such may be amended, modified and superseded from time to time. See: PROJECT DESCRIPTION RG&E will add one new 115/12kV, 22 MVA transformer (4T) at Station 56 to be connected as a tee tap to the National Grid, Trunk 23 transmission line adjacent to the station. The 115kV and 12.5kV buses will be reconfigured. RG&E work will generally consist of adding the following: A 115/12kV, 22 MVA Transformer (4T) Two 115kV dead-end structures along with the 115kV breakers and bus work 12.5kV Gas Insulated Switchgear (GIS) equipment and ControlBuilding Control equipment and auxiliary systems The relocation/modifications of 12.5kV feeders and two new 12kV distribution circuits Station 56 is located at 000 X Xxxxxxxxx Xxxx, XxxxxxxxxXX00000. Presently, three National Grid transmission lines are adjacent to Station 56 (Trunk 23, Trunk 24 and Trunk 25). The normal source for the existing transformer 3T is Trunk 24 with Trunk 25 as the backup. Transformer 3T utilizes one 115kV circuit switcher for protection. RG&E will rebuild Station 56 and a new 115kV high side configuration will be established. The new configuration consists of two transformers (existing 3T and new 4T) with high side 115kV circuit breakers for their control and protection and a normally open tie breaker that [a member will connect the 115kV sources in case of the SEC's staff has advised us loss of a transmission line. RG&E will perform all work located outside of the property line of the National Grid right of way/property line. All work inside the National Grid right of way/property line will be performed by telephone that National Grid. RG&E will perform the SEC has entered an order declaring following work: Station 56: 115 kV: A sectionalized bus configuration with three 115kV SF6 breakers and motor gang operated disconnect switches. The tie breaker will be normally open. 2 – power transformers 115/13kV, 13.4/17.9/22.4 MVA (65 °C), with LTC. Impedance = 7.67% at 115/13kV and 22MVA. 12 kV: 12kV GIS, with 6 feeder positions, two incoming transformer positions and one normally open tie breaker. P&C: Install new protection and control devices for the Registration Statement effective] [115 kV and 12 kV buses, the Registration Statement has become effective] under Power Transformers, and all 12 kV distribution feeders. New coordination study and relay settings with the 1933 Act at [enter remote stations (if necessary). No DTT will be implemented. Communication: Relay communications for system protection will be via fiber using the time of effectiveness] on [enter the date of effectiveness] existing SONET (JMUX) system in Station 56. Station 82 and 121: Protection and Control It is necessary to implement new relay settings in Station 82 and Station 121 to the best relays that protect the Trunk 23 transmission line. RG&E will provide and implement the new settings and National Grid will approve the new settings. RG&E Station 122 and Mortimer Station: Protection and Control It is necessary to implement new relay settings in Mortimer Station and Station 122 to the relays that protect the Trunk 25 transmission line. RG&E will provide the new settings for both stations. RG&E will implement the new settings at Station 122. National Grid will approve and implement the new settings at Mortimer Station. National Gridwill perform the following work: Trunk 23: Transmission Line Work Trunk 23 runs from Station 82 to Station 121, the line runs adjacent to Station 56. A new structure and arrangement outside Station 56 will be necessary to connect the new 4T Transformer to the Line. It will be necessary to connect the Power Cables from the new structure outside Station 56 to the dead end structure inside Station 56. Protection and Control National Grid will approve the new relay settings in Station 82 and Station 121 that protect Trunk 23 transmission line. Trunk 25: Transmission Line Work Trunk 25 runs from Mortimer Station to Station 122, the line runs adjacent to Station 56. There is an existing structure used to connect the existing 3T transformer. National Grid needs to evaluate the existing structure and replace it (if necessary). Trunk 25 will become the normal source of our knowledge, after telephonic inquiry of a member 3T transformer. It will be necessary to connect the power cables from the structure outside Station 56 to the dead end structure inside Station 56. Note: The existing connection of the SEC’s staff, no stop order suspending its effectiveness has been issued 3T transformer to Trunk 24 will be removed by RG&E since the arrangement is located inside Station 56. Protection and no proceedings for that purpose are pending before, or threatened by, Control National Grid will approve and implement the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:new settings at Mortimer Station.
Appears in 1 contract
Samples: Cost Reimbursement 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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation [COMPANY] Ladies and Gentlemen: We are counsel to Halberd Corporation.[COMPANY], 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, 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_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date[TRANSFER AGENT] Re: ___________________ [TRANSFER AGENT] Re: Halberd Corporation Ladies and Gentlemen: We are counsel to Halberd Corporation._________________, 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, 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_ 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 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
Appears in 1 contract
Samples: Investment Agreement (Milwaukee Iron Arena Football, 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation IIOT-OXYS, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.IIOT-OXYS, Inc., 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 Dutchess Equity FundGHS Investments, LP (the "LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, without $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 ____________ ___, 200_ 20__, 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation :Data443 Risk Mitigation, Inc., Ladies and Gentlemen: We are counsel to Halberd Corporation.toData443 Risk Mitigation, Inc., 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 Dutchess Equity FundPAG GROUP, LP LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, without $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 ____________ ___, 200_ 20__, 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C 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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Artificial Intelligence Technology Solutions, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Artificial Intelligence Technology Solutions, Inc., 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 Dutchess Equity FundGHS Investments, LP (the "LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, without $_____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200_ 20__, 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C 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 of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation XXXXXX INTERNATIONAL, LTD.. Ladies and Gentlemen: We are counsel to Halberd Corporation.Xxxxxx International, Ltd., a Nevada 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 Dutchess Equity 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, without par ..0001 value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C \ Date:
Appears in 1 contract
Samples: Investment Agreement (Coates International LTD \De\)
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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Lone Star Gold, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Lone Star Gold, 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 Dutchess Equity Fund, LP 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, without stock with $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 ____________ ___, 200_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation ,Myriad Entertainment & Resorts, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Myriad Entertainment & Resorts, Inc., a Nevada 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 Dutchess Equity Fund, LP _________________________ (the "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's common stock, without $.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 ____________ ___, 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 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 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Diamond Discoveries International, Corp. Ladies and Gentlemen: We are counsel to Halberd Corporation.Diamond Discoveries International, Corp., a Nevada 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 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, without $.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 ____________ ___, 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 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
Appears in 1 contract
Samples: Investment Agreement (Diamond Discoveries International 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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation USCorp. Ladies and Gentlemen: We are counsel to Halberd Corporation.USCorp, 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 "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's common stock, without $.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 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 ____________ ___, 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 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 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
Appears in 1 contract
Samples: Investment Agreement (Uscorp)
LIST OF EXHIBITS. EXHIBIT Exhibit A Registration Rights Agreement EXHIBIT Scope of Work Annex 1 to Exhibit A: STATION 56 NEW 12kV SOURCE PROJECT DESCRIPTION Exhibit B Opinion of Projected Milestone Schedule Exhibit C Insurance Requirements Exhibit D Estimated Cost Breakdown COMPANY shall perform the following Work under this Agreement: Design, engineer, procure, construct, test and place into service the new Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Ladies and Gentlemen: We are counsel to Halberd Corporation., a Nevada corporation (the "Company")-owned and/or operated facilities, and have represented the modifications to existing Company-owned and/or operated facilities, as contemplated in the “STATION 56 NEW 12kV SOURCE PROJECT DESCRIPTION" attached as Annex 1 to this Exhibit. Perform engineering review and field verifications as required on the facilities described in Annex 1 to this Exhibit. Prepare, file for, and use commercially reasonable efforts to obtain any Required Approvals that must be obtained by Company to enable it to perform the work and any other of its obligations contemplated by this Exhibit and this Agreement. Inspect, review, witness, examine and test, from time to time, Company’s work contemplated herein and conduct other project management, administration and oversight activities in connection with that certain Investment Agreement (the "Investment Agreement") entered into work contemplated by this Exhibit. Review, from time to time, permitting, licensing, real property, and among the Company and Dutchess Equity Fund, LP (the "Investor") pursuant to which the Company has agreed to issue other materials relating to the Investor shares work contemplated herein. Retain and use outside experts, counsel, consultants, and contractors in furtherance of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth work contemplated herein. Perform any other reasonable tasks necessary or advisable 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 work contemplated by this Exhibit (including, without limitation, any changes thereto). For the Registration Rights Agreement, on _________, 200_ avoidance of doubt: 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 shall not have any responsibility for seeking or acquiring any real property rights in connection with the foregoingWork or the Project including, we advise you without limitation, licenses, consents, permissions, certificates, approvals, or authorizations, or fee, easement or right of way interests. Neither this Agreement nor the Company’s Work include securing or arranging for Customer or any third party to have access rights in, through, over or under any real property owned or controlled by the Company. NOTE: COMPANY’s specifications for electrical requirements referenced for this Agreement include: ESB-750; ESB-752; ESB-755 and ESB-756, Appendix A as such may be amended, modified and superseded from time to time. See: xxxxx://xxx.xxxxxxxxxxxxxx.xxx/niagaramohawk/construction/3_elec_specs.asp PROJECT DESCRIPTION RG&E will add one new 115/12kV, 22 MVA transformer (4T) at Station 56 to be connected as a tee tap to the National Grid, Trunk 23 transmission line adjacent to the station. The 115kV and 12.5kV buses will be reconfigured. RG&E work will generally consist of adding the following: A 115/12kV, 22 MVA Transformer (4T) Two 115kV dead-end structures along with the 115kV breakers and bus work 12.5kV Gas Insulated Switchgear (GIS) equipment and ControlBuilding Control equipment and auxiliary systems The relocation/modifications of 12.5kV feeders and two new 12kV distribution circuits Station 56 is located at 000 X Xxxxxxxxx Xxxx, XxxxxxxxxXX00000. Presently, three National Grid transmission lines are adjacent to Station 56 (Trunk 23, Trunk 24 and Trunk 25). The normal source for the existing transformer 3T is Trunk 24 with Trunk 25 as the backup. Transformer 3T utilizes one 115kV circuit switcher for protection. RG&E will rebuild Station 56 and a new 115kV high side configuration will be established. The new configuration consists of two transformers (existing 3T and new 4T) with high side 115kV circuit breakers for their control and protection and a normally open tie breaker that [a member will connect the 115kV sources in case of the SEC's staff has advised us loss of a transmission line. RG&E will perform all work located outside of the property line of the National Grid right of way/property line. All work inside the National Grid right of way/property line will be performed by telephone that National Grid. RG&E will perform the SEC has entered an order declaring following work: Station 56: 115 kV: A sectionalized bus configuration with three 115kV SF6 breakers and motor gang operated disconnect switches. The tie breaker will be normally open. 2 – power transformers 115/13kV, 13.4/17.9/22.4 MVA (65 °C), with LTC. Impedance = 7.67% at 115/13kV and 22MVA. 12 kV: 12kV GIS, with 6 feeder positions, two incoming transformer positions and one normally open tie breaker. P&C: Install new protection and control devices for the Registration Statement effective] [115 kV and 12 kV buses, the Registration Statement has become effective] under Power Transformers, and all 12 kV distribution feeders. New coordination study and relay settings with the 1933 Act at [enter remote stations (if necessary). No DTT will be implemented. Communication: Relay communications for system protection will be via fiber using the time of effectiveness] on [enter the date of effectiveness] existing SONET (JMUX) system in Station 56. Station 82 and 121: Protection and Control It is necessary to implement new relay settings in Station 82 and Station 121 to the best relays that protect the Trunk 23 transmission line. RG&E will provide and implement the new settings and National Grid will approve the new settings. RG&E Station 122 and Mortimer Station: Protection and Control It is necessary to implement new relay settings in Mortimer Station and Station 122 to the relays that protect the Trunk 25 transmission line. RG&E will provide the new settings for both stations. RG&E will implement the new settings at Station 122. National Grid will approve and implement the new settings at Mortimer Station. National Gridwill perform the following work: Trunk 23: Transmission Line Work Trunk 23 runs from Station 82 to Station 121, the line runs adjacent to Station 56. A new structure and arrangement outside Station 56 will be necessary to connect the new 4T Transformer to the Line. It will be necessary to connect the Power Cables from the new structure outside Station 56 to the dead end structure inside Station 56. Protection and Control National Grid will approve the new relay settings in Station 82 and Station 121 that protect Trunk 23 transmission line. Trunk 25: Transmission Line Work Trunk 25 runs from Mortimer Station to Station 122, the line runs adjacent to Station 56. There is an existing structure used to connect the existing 3T transformer. National Grid needs to evaluate the existing structure and replace it (if necessary). Trunk 25 will become the normal source of our knowledge, after telephonic inquiry of a member 3T transformer. It will be necessary to connect the power cables from the structure outside Station 56 to the dead end structure inside Station 56. Note: The existing connection of the SEC’s staff, no stop order suspending its effectiveness has been issued 3T transformer to Trunk 24 will be removed by RG&E since the arrangement is located inside Station 56. Protection and no proceedings for that purpose are pending before, or threatened by, Control National Grid will approve and implement the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:new settings at Mortimer Station.
Appears in 1 contract
Samples: Cost Reimbursement Agreement
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 HALBERD CORPORATIONSee attached. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Jammin Java Corp. Ladies and Gentlemen: We are counsel to Halberd Corporation.Jammin Java Corp., 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 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, without $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 ____________ ___, 200_ 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the 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] 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Signet International Holdings, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Signet International Holdings, Inc., a Nevada 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 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, without $.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___, 200_ 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 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 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 of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date[TRANSFER AGENT] Re: ___________________ [TRANSFER AGENT] Re: Halberd Corporation Ladies and Gentlemen: We are counsel to Halberd Corporation._________________, 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, 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_ 2013 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 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] HALBERD CORPORATIONDate: RE: Put Notice Number __ Dear Xx. INVESTMENT AGREEMENTXxxxxx, 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. APRIL 2009 EXHIBIT C 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: The Suspension Price for this Put Notice is $ . Regards, 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: Once these shares are received by us, we will have the funds wired to the Company. Regards,
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 HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Halberd Corporation Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Halberd Corporation.Xxxxx Xxxxxxx Racing Stables, a 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 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, without $.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 ____________ ___, 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] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:
Appears in 1 contract
Samples: Investment Agreement (Mezey Howarth Racing Stables, Inc.)
