The Deal. The November 2021 Share Trust Repurposing Agreement will serve to amend the 2009 Share Trust Agreement. Currently all Share Trust assets are jointly held by all of the unitholders (unions). The first step of the Repurposing Agreement will be to reallocate the shares for the benefit of each union individually.
The Deal. 1.1 The Investors will buy convertible bonds from the Company at a total amount of up to USD 1,000,000 (USD one million) ("the Investment Amount") according to the dollar exchange rate as it shall persist on the day of signing the agreement ("the Consideration"). Also, the Investors will receive without consideration shares in the Company in an amount equal to USD 0.70 cents for every dollar invested in the shares according to a price of 1.5 cents per share. The shares will be allocated on the first day of the Investment.
1.1. The bonds period will be 3.5 years ("the Bonds Period") and the interest rate due to it will be 6.5% annual and will be paid every 6 months (3.25% every six months).
1.2. the Bonds will be convertible into shares according to a value of USD 0.03 over the first two years from the day of issuing the Bonds that will be limited to the Investment Amount, in case that the average shares rate during the first quarter of 2013 will be less than 20 cents per share, the conversion rate will be 2 cents per share during the first two years. After two years and until the end of the Bonds Period the Bonds will be convertible into shares according to a value of USD 0.10. The investors will have an option to invest up to a million dollars according to conversion rate specified in this section and a part or all of the investment funds will come from the conversion of the purchased bonds. The conversion shares will be allocated on the first day and held by a trustee. The conversion rate in this entire agreement is adjusted for bonus shares, dividends and so on.
1.3. At the end of the Bonds Period, meaning three and a half years of the day the Bonds will be allocated to the Investor, the Investor will have an option to convert the Bonds into shares according to a value of USD 0.10 per share, or alternately, at a price that will reflect a 20% discount on the share's market price at the time, as per the Investor's choice.
1.4. The Consideration will be transferred to the Company in two stages:
a. A total amount of up to USD 1,000,000 will be transferred after this agreement will be signed, out of the total amount an amount of USD 100,000 will be transferred immediately one business day after the investors will sign this agreement, and the balance will be transferred 3 business days of the date of signing agreements with the additional investments, no later than 30 days of the date of signing this agreement, to the trust account of ______, Adv., for the Co...
The Deal. 3.1 At the completion date, the company will purchase from the investor, and the investor will transfer to the company the transferred asset, in consideration for the issuance of the issued shares to investor, when they are free (excluding limitations pursuant to Section 15(c) to the securities act). The issued shares to investor will be divided between the individuals of the investor in a manner which 544,760,702 shares will be issued to Emvelco RE Corporation and the balance of 363,173,801 shares will be issued to AP Holdings.
3.2 The investor acknowledges that it is known to it ___ to the completion date the company intends to issue to Appswing, the issued shares to Appswing, when they are free (excluding limitations pursuant to Section 15(c) to the securities act).
3.3 It is known to company, that the investor entered into agreement with Appswing pursuant to which it will purchase from it, according to the completion of issuance to the investor pursuant to this agreement, 49,032, 256 of the issued shares to Appswing, in consideration for the amount of 13,926,250 New Shekels, attached to the increase in the prime rate of the USA dollar.
3.4 It is known to the company that in the completion date of the public issuance of the company, Appswing will pay the investor the consulting fees from investor, and deduct the amount of 250,000 dollars which were paid to Appswing by the investor ____ to the signing of this agreement, as an advance on account of the amount mentioned above, and all according to an agreement signed between Appswing and the investor.
The Deal. A. The specific Parties intend to form a Joint Venture, by way of the Agreement and related documents, those Parties being (1) JOINTVENTURE to be more formally named, herein being the Joint Venture entity, and (2) INDOOR being 51% owner of JOINTVENTURE and (3) FINCANN being the other 49% owner of JOINTVENTURE effectively at Closing.
B. The following summarizes the transactions, terms, and conditions, that will be specified in the Agreement:
1. INDOOR will file for the creation of the JOINTVENTURE entity. Initially, until “Closing,” of the Agreement, JOINTVENTURE will be a subsidiary of each of the parties. INDOOR management will initially act to set the management of JOINTVENTURE, this to change as the parties agree, at Closing per the Agreement.
2. INDOOR will draft the Agreement including ancillary documents, and circulate these and reasonable redrafts to the Parties for comments and eventual signing and approval. INDOOR, JOINTVENTURE and FINCANN will sign the Agreement, that will contain the transactions and pre-closing, closing and post-closing activities spelled out.
3. As part of the establishment of the JOINTVENTURE, INDOOR will contribute a percentage of its issued common stock and FINCANN will do the same, such shares to be held by the JOINTVENTURE. It is anticipated the percentage will be 4.9 percent, up to 9.9 percent. The JOINTVENTURE will issue INDOOR a total of 51 percent of its common stock and issue FINCANN 49 percent of its common stock. This will be done through a share exchange section or agreement, among the parties, as part of the Agreement, for each Company becoming a shareholder to exchange their shares for shares of the Venture.
