Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, Dalmore Group. LLC (the "Holder") or its assignees are entitled to subscribe for and purchase from Golden Seed, Inc., a Delaware Corporation (the "Company") its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company's Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 24,000 shares (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B Common Stock of the Company (the "Warrant Shares") upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B Common Stock for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof subject to adjustment as hereinafter provided, the purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth shall be $0.00. The purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the "Warrant Price."
Appears in 1 contract
Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, Dalmore Group. Group LLC (the "Holder") or its assignees are entitled to subscribe for and purchase from Golden SeedEmpireBit, Inc., a Delaware Corporation (the "Company") its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company's Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 24,000 ___________ shares (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B Common Stock A Shares of the Company (the "Warrant Shares") upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B Common Stock A Shares for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof subject hereof. Subject to adjustment as hereinafter provided, the purchase price of one share of Class B Common Stock Share (or such securities as may be substituted for one share of Class B Common Stock A Share pursuant to the provisions hereinafter set forth shall be $0.00. The purchase price of one share of Class B Common Stock A Share (or such securities as may be substituted for one share of the Class B Common Stock A Shares pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the "Warrant Price."
Appears in 1 contract
Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, Dalmore Group. LLC (the "Holder") or its assignees are entitled to subscribe for and purchase from Golden SeedArmed Forces Brewing Company, Inc., a Delaware Corporation (the "Company") its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company's Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 24,000 22,500 shares (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B C Common Stock of the Company (the "Warrant Shares") upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B C Common Stock for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof subject to adjustment as hereinafter provided, the purchase price of one share of Class B C Common Stock (or such securities as may be substituted for one share of Class B C Common Stock pursuant to the provisions hereinafter set forth shall be $0.00. The purchase price of one share of Class B C Common Stock (or such securities as may be substituted for one share of Class B C Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the "Warrant Price."
Appears in 1 contract
Samples: Dealer Services Agreement (Armed Forces Brewing Company, Inc.)
Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, Dalmore Group. iQ Capital (USA), LLC and/or StartEngine Primary, LLC and/or CFI Securities (the "“Holder"”) or its assignees are entitled to subscribe for and purchase from Golden SeedKerluxe, Inc., a Delaware Corporation (the "“Company"”) its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company's ’s Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 24,000 shares 21,000 Shares of Class A Common Stock (which number of shares is subject to adjustment as described below) of fully paid and non-assessable shares of Class B A Common Stock of the Company (the "“Warrant Shares"”) upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B A Common Stock for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof subject hereof. Subject to adjustment as hereinafter provided, the purchase price of one share of Class B A Common Stock (or such securities as may be substituted for one share of Class B A Common Stock pursuant to the provisions hereinafter set forth shall be Zero ($0.00). The purchase price of one share of Class B A Common Stock (or such securities as may be substituted for one share of Class B A Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the "“Warrant Price."”
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Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, Dalmore Group. iQ Capital, LLC and/or StartEngine Primary, LLC and/or CFI Securities (the "“Holder"”) or its assignees are entitled to subscribe for and purchase from Golden SeedEvolution Development Group, Inc., a Delaware Florida Corporation (the "“Company"”) its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company's ’s Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 24,000 shares 200,000 Class B Common Stock (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B Common Stock of the Company (the "“Warrant Shares"”) upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B Common Stock for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof subject hereof. Subject to adjustment as hereinafter provided, the purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth shall be $0.00105% of the per share price of the Regulation A offering. The purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the "“Warrant Price."”
Appears in 1 contract
Samples: Broker Dealer Services Agreement (Evolution Development Group, Inc.)
Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, Dalmore Group. Group LLC (the "Holder") or its assignees are entitled to subscribe for and purchase from Golden SeedWiley Area Development d/b/a Tasty Equity, Inc., a Delaware Corporation an Ohio Limited Liability Company (the "Company") its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company's Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 24,000 shares 30,000 units (which number of shares units is subject to adjustment as described below) of fully paid and non-assessable Class B Common Stock Units of the Company (the "Warrant Shares") upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B Common Stock Units for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof subject hereof. Subject to adjustment as hereinafter provided, the purchase price of one share of Class B Common Stock Unit (or such securities as may be substituted for one share of Class B Common Stock Unit pursuant to the provisions hereinafter set forth shall be $0.00. The purchase price of one share of Class B Common Stock Unit (or such securities as may be substituted for one share of the Class B Common Stock Units pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the "Warrant Price."
Appears in 1 contract
Samples: Broker Dealer Services Agreement (Wiley Area Development LLC)
Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, Dalmore Group. iQ Capital, LLC and/or StartEngine Primary, LLC and/or CFI Securities (the "“Holder"”) or its assignees are entitled to subscribe for and purchase from Golden SeedEvolution Development Group, Inc., a Delaware Florida Corporation (the "“Company"”) its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company's ’s Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 24,000 shares 200,000 Class B Common Stock (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B Common Stock of the Company (the "“Warrant Shares"”) upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B Common Stock for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof subject hereof. Subject to adjustment as hereinafter provided, the purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth shall be $0.00. The purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the "“Warrant Price."”
Appears in 1 contract
Samples: Broker Dealer Services Agreement (Evolution Development Group, Inc.)
Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, Dalmore Group. , LLC and/or StartEngine Primary, LLC and/or CFI Securities (the "“Holder"”) or its assignees are entitled to subscribe for and purchase from Golden SeedEvolution Development Group, Inc., a Delaware Florida Corporation (the "“Company"”) its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company's ’s Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 24,000 shares 200,000 Class B Common Stock (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B Common Stock of the Company (the "“Warrant Shares"”) upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B Common Stock for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof subject hereof. Subject to adjustment as hereinafter provided, the purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth shall be $0.00105% of the per share price of the Regulation A offering. The purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the "“Warrant Price."”
Appears in 1 contract
Samples: Broker Dealer Services Agreement (Evolution Development Group, Inc.)
Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject Subject to the terms --------------------------------------------- and conditions herein set forth, Dalmore Group. LLC XXXXX & COMPANY INCORPORATED or permitted assigns (the "Holder") or its assignees are ), is entitled to subscribe for and purchase from Golden Seed, Total Sports Inc., a Delaware Corporation corporation (the "Company") its successors or assigns), at any time after the date hereof and on or before the close of business on the five year anniversary earliest to occur of the qualification date following: (i) June 30, 2005, or (ii) the closing of the Company's Regulation A offering sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or other transaction as a result of which shareholders of the Securities and Exchange Commission Company immediately prior to such acquisition dispose of at least ninety percent (unless this Warrant is earlier terminated pursuant to Section 1190%) of their voting power of the Company as a part of such acquisition (the "Acquisition"), 24,000 shares three hundred eighteen thousand five hundred (318,500) Shares (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B nonassessable Common Stock of the Company (the "Warrant Shares") upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) check or by the cancellation of any present or future indebtedness from the Company to the holder Holder hereof in a dollar amount equal to the purchase price of the Class B Common Stock for which the consideration is being given, or (iii) tender of a notice by converting this Warrant as provided in Section 6.1 hereof. The Company shall give notice to the net issue exercise provisions Holder of Section 6(ban Acquisition at least thirty (30) hereof subject days prior to the closing of such Acquisition. Subject to adjustment as hereinafter provided, the purchase exercise price of for one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth forth) shall be equal to $0.007.106. The purchase exercise price of for one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the "Warrant Price."
Appears in 1 contract
Samples: Total Sports Inc
Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, Dalmore Cultivate Capital Group. LLC (the "Holder") or its assignees are entitled to subscribe for and purchase from Golden SeedArmed Forces Brewing Company, Inc., a Delaware Corporation (the "Company") its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company's Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 24,000 12,000 shares (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B C Common Stock of the Company (the "Warrant Shares") upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B C Common Stock for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof subject to adjustment as hereinafter provided, the purchase price of one share of Class B C Common Stock (or such securities as may be substituted for one share of Class B C Common Stock pursuant to the provisions hereinafter set forth shall be $0.00. The purchase price of one share of Class B C Common Stock (or such securities as may be substituted for one share of Class B C Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the "Warrant Price."" The number of shares of Class C Common stock above has been determined by multiplying the amount raised in Armed Forces Brewing Company Inc.’s Regulation A offering times 3% pursuant to the Broker-Dealer Services Agreement dated on or about April 18, 2023, then dividing that number by $12.50, the offering price of the Class C Common shares in the Regulation A offering. For the avoidance of doubt, this Warrant may be exercised for $0.00 per share of Class C Common stock.
Appears in 1 contract
Samples: Broker Dealer Agreement (Armed Forces Brewing Company, Inc.)