Additional Investors Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Signature Pages This Agreement may be executed in any number of counterparts, each of which shall be deemed to be one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile shall be deemed to be their original signatures for all purposes. FREIGHT SOLUTION, INC. XXXXXXX LLP 0000 XXXXXX XXXXXX 0000 XX XXXXX XXXXXXXXX XXXXXXXXXX, XXXXXXXXXX 00000 XX XXXXX, XXXXXXXXXX 00000 By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxxxx, President Xxxxx Xxxxxxx, Managing Partner EXHIBIT A This Offering Freight Solution, Inc. (the “Company”) is offering for sale a maximum of 7,000,000 shares of common stock at a fixed price of $0.01 per share (the “Offering”). There is no minimum number of shares that must be sold by Company for this Offering to close, and the Company will retain the proceeds from the sale of any of the offered shares that are sold. This Offering is being conducted on a self-underwritten, direct primary basis, which means the Company’s president, founder and chief executive officer, Xx. Xxxxx Xxxxxxxxx, will attempt to sell the shares. This prospectus will permit Xx. Xxxxxxxxx to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. Xx. Xxxxxxxxx will sell the shares and intends to offer them to friends, family members and other business acquaintances. In offering the securities on the Company’s behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934 (the “Exchange Act”). The intended methods of communication include, without limitation, telephone and personal contact. The proceeds from the sale of the shares in this Offering will be made payable to Xxxxxxx LLP – Attorney-Client Trust Account, the Company’s escrow agent. Xxxxxxx LLP, acts as legal counsel for the Company and, therefore, may not be considered an independent third party. All subscription agreements and checks are irrevocable and should be delivered to Xxxxxxx LLP at the address provided on the Subscription Agreement (see Exhibit 99.1). All subscription funds will be held in a noninterest-bearing account pending the completion of this Offering. This Offering will be completed 180 days from the effective date of this prospectus, unless extended by our board of directors for an additional 180 days. There is no minimum number of shares that must be sold. All subscription agreements and checks for payment of shares are irrevocable (except as to any states that require a statutory cooling-off period or provide for rescission rights). The Company will deliver stock certificates attributable to the shares of common stock purchased directly by the purchasers within 30 days of the close of this Offering or as soon thereafter as practicable. The Offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings (if any), or net worth. Shares of common stock offered by us A maximum of 7,000,000 shares. There is no minimum number of shares that must be sold by us for this Offering to close. Use of proceeds The Company will use the proceeds from this Offering to pay for professional fees and other general expenses. Total estimated costs of this Offering ($30,000) is less than the maximum amount of offering proceeds ($70,000). Termination of this Offering This Offering will conclude when all 7,000,000 shares of common stock have been sold, or 180 days after this registration statement becomes effective with the Securities and Exchange Commission. Company may at its discretion extend this Offering for an additional 180 days. Risk factors The purchase of our common stock involves a high degree of risk. The common stock offered in this Prospectus is for investment purposes only and currently no market for our common stock exists. Please refer to the sections entitled “Risk Factors” and “Dilution” before making an investment in our common stock.
SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned together with the completed Investor Questionnaire, whereupon this Agreement shall become a binding agreement between us. Your signature below also constitutes your signature to the Investor Questionnaire you have delivered to the Company as of the date indicated below. COMPANY: CHROMADEX CORPORATION a Delaware corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx, Xx. Title: President and Chief Executive Officer Dated: April 22, 2010 SUBSCRIBER: Name: Xxxxxxxx Xxxxxxx By: /s/ Print Name: Xxxxxxxx Xxxxxxx Title: (if Applicable) [Authorized Person] Dated (including date of Investor Questionnaire): April 22, 2010 Subscriber Address for Notices: Facsimile: Subscriber’s Social Security Number or Tax Identification Number (as applicable): Purchase Price: $7,000.00 Common Shares to be purchased: 50,000 Number of Warrant Shares to be represented by Warrant: 50,000
Additional Investment Representations Executive represents and warrants that:
SIGNATURE PAGE This Account Pledge Agreement has been entered into on the date stated at the beginning by SIG Schweizerische Industrie-Gesellschaft AG as Pledgor By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorised Signatory The Bank of New York Mellon as Collateral Agent and Pledgee By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President SCHEDULE 1
Additional Investment The Investor commits to invest in additional Class A Shares or American depositary shares representing Class A Shares if and when the Company conducts an IPO, of an amount of no more than the Purchase Price. The Company and the lead underwriters shall have the right to accept or not accept such investment and, if so accepted, to determine whether to accept the investment as part of the IPO or as a private placement. Neither the Company nor any underwriter for the Company’s IPO is under any obligation or commitment to issue any shares to the Investor in the IPO. Any such issuance will be decided by the Company and the lead underwriters for the IPO and must be in compliance with all applicable laws, regulations and rules.
Omnibus Signature Page This Agreement is intended to be read and construed in conjunction with the Registration Rights Agreement. Accordingly, pursuant to the terms and conditions of this Agreement and the Registration Rights Agreement, it is hereby agreed that the execution by the Purchaser of this Agreement, in the place set forth on the Omnibus Signature Page below, shall constitute agreement to be bound by the terms and conditions hereof and the terms and conditions of the Registration Rights Agreement, with the same effect as if each of such separate but related agreement were separately signed.
Additional Holders; Joinder In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof, subject to the prior written consent of each of the Holders of a majority of the total Registrable Securities (in each case, so long as such Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company), the Company may make any person or entity who acquires Common Stock or rights to acquire Common Stock after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Common Stock of the Company then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common Stock”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common Stock.
Amendment to Schedule I Schedule I to the Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule I attached hereto.
Additional Purchasers Persons or entities that, after the date hereof, purchase shares of any series of convertible preferred stock of the Company may, with the prior written approval of the Company (but without the need for approval by any other party to this Agreement), become parties to this Agreement by executing and delivering a counterpart signature page, whereupon they shall be deemed “Purchasers” for all purposes of this Agreement. The Company can amend Exhibit A hereto to reflect the addition of additional Purchasers. Notwithstanding Section 7.6 of this Agreement, the Company may amend this Agreement to provide such additional Purchasers with certain rights, negative covenants and other terms and conditions equivalent to those provided to the Series E Holders, Series 1 Holders and Series 2 Holders under this Agreement, with the written consent of Purchasers representing at least a majority of the voting power of all Shares then held by Purchasers. Executed as of the date first written above. COMPANY: TANGOE, INC. By: Xxxxxx X. Xxxxxxxx, Xx. President PURCHASERS: EDISON VENTURE FUND IV, L.P. By its General Partner EDISON PARTNERS IV By: Name: Xxxx X. Xxxxxxx Title: General Partner EDISON VENTURE FUND IV SBIC, L.P. By its General Partner EDISON PARTNERS IV By: Name: Xxxx X. Xxxxxxx Title: General Partner NORTH ATLANTIC VENTURE FUND III, L.P. By: North Atlantic Investors III, L.L.C., its General Partner By: Name: Xxxxx X. Xxxx Title: Managing Director NORTH ATLANTIC VENTURE FUND SBIC III, L.P. By: North Atlantic Investors III, L.L.C., its General Partner By: Name: Xxxxx X. Xxxx Title: Managing Director AXIOM VENTURE PARTNERS III, L.P. By its General Partner AXIOM VENTURE ASSOCIATES, L.P. By its General Partner AXIOM VENTURE ADVISORS, INC. By: Name: Xxxx Xxxxxxxxx Title: Chairman Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxx X. Xxxxxx Xxxxx Xxxxxxx Xxxxxx Bard Financial Services, Inc., Profit Sharing Plan By: Name: Xxxxxxx Xxxxxxxxx Title Trustee Xxxxx Xxxxx OCI Chemical Corporation By: Name: Xxxxx Xxxxxxx Xxxxxx Title Executive Vice President Xxxxx Xxxx Xxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxx Xxxxxxxxx & Xxxxxxx Xxxxxxxxx (as Joint Tenants with rights of survivorship) Xxxxxx Xxxx Xxxxxx X. Xxxxxxxx, Xx. Xxxxxxxx Xxx Xxxx X. Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxx Xx Fairfield Xxx X. Xxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxx XxXxxxxxxxxx Xxxxx Xxxxxx Xxxxxxx X. Xxxx Xxxxxx X. Xxxx CONVERGENT INVESTORS VI, L.P. By: Name: Title: CVF, LLC By: Name: Title: G&H PARTNERS, L.P. By: Name: Title: Xxxxxx Xxxxxx HO2.1 FUND, L.P. By: Name: Title: HO2.1 AFFILIATES FUND, L.P. By: Name: Title: HO2.1 ANNEX FUND, L.P. By: Name: Title: JACQUES MANAGEMENT, LLC By: Name: Xxxxx Xxxxxxx Title: Director XXXXXXX FAMILY LLC By: Name: Title: Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxx X. Xxxxx Xxxxxxxxx X. Xxxxx Xxxx X. Xxxxx Xxxxx X. Xxxxxx XXXXX XXXXX FUND VI L.P. By: SRB Associates VI L.P. Its General Partner By: Name: Title: XXXXX XXXXX VI AFFILIATES FUND L.P. By: SRB Associates VI L.P. Its General Partner By: Name: Title: XXXXX XXXXX XXXXXXX MANAGEMENT COMPANY By: Name: Title: XXXXX XXXXX FUND VIII, L.P. By: SRB Associates VIII L.P. Its General Partner By: Name: Title: XXXXX XXXXX VIII AFFILIATES FUND, L.P. By: SRB Associates VIII L.P. Its General Partner By: Name: Title: Xxxxx X. Star TARRANT VENTURES PARTNERS, L.P. By: Name: Title: TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: Name: Title: VENTURE LENDING & LEASING IV, LLC By: Name: Title: VENTURELINK PARTNERS, LP By: Name: Title: VERTEX PARTNERS, L.P. By: Name: Title: Exhibit A List of Purchasers Name and Address North Atlantic Venture Fund III, L.P. Xxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxx Xxxxxx X. Xxxxxxxx, Xx. 00 Xxxxxx Xxxx Road Woodbridge, CT 06525 with a copy to: Xxxxx Peabody LLP 000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxx, Esq. Xxxxxx X. Xxxxxxxx 130 Xxxxx’sWay Xxxxxxxx, XX 00000 Edison Venture Fund IV SBIC, L.P. 0000 Xxxxxxxxxx Xxxxx Xxxxx 000 XxXxxx, VA 22102 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxx Xxxxxx, XX 00000 with a copy to: Xxxxx Xxxxx 00 Xxxxxxx Xxxxx Xxxx. Shelton, CT 06484 Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 0000 Xxxxxx Xxxx., Xxxxx 0000 XxXxxx, Virginia 22102 Attention: Xxxxxxx X. Xxxxx, Esq. Xxxxxxx X. Xxxxxxxx 000 Xxx Xxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000 Edison Venture Fund IV, L.P. 0000 Xxxxxxxxxx Xxxxx Xxxxx 000 XxXxxx, XX 00000 Xxxxxxxxxxx X. Xxxxxx 0000 Xxxxxxxx Xxxxx Fort Worth, Texas 76126 with a copy to: Xxxxxxxx Xxx 00 Xxxxxxxxxxx Xxxx Xxxxxxx, XX 00000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 0000 Xxxxxx Xxxx., Xxxxx 0000 XxXxxx, Virginia 22102 Attention: Xxxxxxx X. Xxxxx, Esq. Xxxxxxx Xxxxxxxxx 000 Xxxxxx Xxxxx Xx. #000 Xxxx Xxxxx, XX 00000 Bard Financial Services, Inc, Profit Sharing Plan 000 Xxxxxx Xxxx #108 West Haven, CT 06516 Xxxx X. Xxxxxxx 00 Xxxxx Xxxx Woodbridge, CT 06525 Xxxxx XxXxxxxxxxxx 0 Xxxxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 Xxxxxx Xxxxxxx 0 Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Xxx Xxxxxxxxx & Xxxxxxx Xxxxxxxxx (as Joint Tenants with rights of survivorship) 000 Xxxxxx Xxxx Laurel Hollow, NY 11791 Xxxxxxx Xxxxxx 00 Xxxxxxx Xxxxx Drive Woodbridge, CT 06525 Xxxxxx Xxxx 00 Xxxxxxx Xxxx Darien, CT 06820 Xxxxxx Xxxxxxxx 000 Xxxxxxxx Xxxxx Madison, CT 06443 OCI Chemical Corporation 0 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn.: Xxxxx Xxxxxxx Xxxxxx, EVP Xxxx Xxxxxxx 000 Xxxxxxxxx Xxxxx Rocky Hill, CT 06067 Xxx Xx Fairfield 000 Xxxx Xxxxx Ladenberg, PA 19350 Xxxxx Xxxxxxx Xxxxxx 00 Xxxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000 Xxx X. Xxxxxxx 000 Xxxxx Xxxx Xxxxx, Xxxxxxxx 00000 Xxxxx Xxxxxxxx 00 Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Axiom Venture Partners III LP CityPlace II — 17th Floor 000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Xxxxx Xxxxxxx 000 Xxx Xxxxxx Xxxx Xx. Xxxxxxxxxx, XX 00000 Xxxxxxx X. Xxxx 0000 Xxxxxxx Xxxxxx, Xxxxx 00000 Xxxxx Xxxxxx c/o Competition Law Group 000 X. Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Convergent Investors VI, L.P. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Xxxxxx X. Xxxx 00000 Xxxx Xxxx, Suite 1670 Dallas, Texas 75240 G&H Partners, L.P. 000 Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 CVF, LLC c/o Henry Crown & Company 000 X. XxXxxxx Street Chicago, IL 60601 Xxxxxx Xxxxxx 00000 Xxxx Xxxx, Suite 1670 Dallas, Texas 75240
