Technology Agreement Account FormTechnology Services Agreement • November 15th, 2016 • Teraphysics Corp • Communications equipment, nec • New York
This TECHNOLOGY SERVICES AGREEMENT, which consists of this account form (the “Account Form”) and the associated Terms and Conditions (the “Terms and Conditions”) attached hereto as Exhibit A, is made and entered into as of November 4, 2016 (the “Effective Date”) between Teraphysics Corporation (collectively referred to as “Issuer”, “you”, “your”) for its offering of securities entitled Teraphysics Corporation (“Offering”), and FundAmerica, LLC (“FundAmerica”, “Technology Provider,” “we,” “our,” or “us”).
API AND DATA LICENSE AGREEMENTApi and Data License Agreement • January 30th, 2017 • Teraphysics Corp • Communications equipment, nec
This API and Platform License Agreement ("Agreement”) applies to your access to, and use of, the content, documentation, code, data and related materials made available by Direct Transfer, LLC. (“Direct Transfer”) to you (collectively, the “Content”), including through the use of the Direct Transfer application programming interface (the “API”, together with Content, “Direct Transfer Materials”). By using any Direct Transfer Materials, you agree to this Agreement.
ESCROW SERVICES AGREEMENTEscrow Services Agreement • February 8th, 2016 • Teraphysics Corp • New York
This Escrow Services Agreement (this “Agreement”) is made and entered into as of January ___ 2016 by and between FundAmerica Securities, LLC (“FundAmerica Securities”, or “Escrow Agent”), and Teraphysics Corporation (“Issuer”).
AMENDED AND RESTATED ENGAGEMENT LETTEREngagement Letter • November 15th, 2016 • Teraphysics Corp • Communications equipment, nec • Nevada
This amended and restated engagement letter (the “Agreement”) confirms the terms upon which Teraphysics Corporation (the “Client”) engages Monarch Bay Securities, LLC (“MBS”, the “Placement Agent”). MBS is engaged to act as the exclusive Placement Agent to the Client in connection with a Private Placement (as defined below) of securities on behalf of Client (the “Potential Transaction”). MBS is the “Financial Adviser,” which client hereby engages upon signing this letter. This agreement amends, restates, and supersedes in its entirety that certain engagement letter dated July 5, 2016 between the Client and MBS (the “Original Letter.”).
ESCROW SERVICES AGREEMENTEscrow Services Agreement • December 22nd, 2016 • Teraphysics Corp • Communications equipment, nec • Delaware
This Escrow Services Agreement (this “Agreement”) is made and entered into as of December 16, 2016, by and between Issuer Direct Corp., a Delaware corporation (“Issuer Direct” or “Escrow Agent”), and Teraphysics, a Corporation (“Issuer”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 22nd, 2016 • Teraphysics Corp • Communications equipment, nec • Delaware
This Subscription Agreement relates to my/our agreement to purchase ________ shares of the common stock, $0.0001 par value (the "Shares") to be issued by Teraphysics Corporation, a Delaware corporation (the "Company"), for a purchase price of $5.00 per Share, for a total purchase price of $_______ ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated December 22, 2016 (collectively, the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
ESCROW SERVICES AGREEMENTEscrow Services Agreement • November 15th, 2016 • Teraphysics Corp • Communications equipment, nec • New York
This Escrow Services Agreement (this “Agreement”) is made and entered into as of August 26, 2016 by and between Jumpstart Securities, LLC (“Jumpstart Securities”, or “Escrow Agent”), and Teraphysics Corporation (“Issuer”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 31st, 2018 • Teraphysics Corp • Communications equipment, nec • Delaware
This Subscription Agreement relates to my/our agreement to purchase ________ shares of the common stock, $0.0001 par value (the "Shares") to be issued by TERAPHYSICS CORPORATION, a Delaware corporation (the "Company"), for a purchase price of $5.00 per Share, for a total purchase price of $_______ ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ________ (collectively, the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 30th, 2017 • Teraphysics Corp • Communications equipment, nec • Delaware
This Subscription Agreement relates to my/our agreement to purchase ________ shares of the common stock, $0.0001 par value (the "Shares") to be issued by TERAPHYSICS CORPORATION, a Delaware corporation (the "Company"), for a purchase price of $5.00 per Share, for a total purchase price of $_______ ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ________ (collectively, the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
ASMX Market Listing AgreementMarket Listing Agreement • February 8th, 2016 • Teraphysics Corp • California
THIS AGREEMENT, dated as of November 3, 2015_ by ASMX LLC, a Nevada Limited Liability Company, located at 4640 Admiralty Way, Suite 423, Marina Del Rey, California 90292, by and between Teraphysics Corporation (“The Company”) located at 110 Alpha Park, Cleveland, Ohio 44143.
INCENTIVE STOCK OPTION GRANT AGREEMENTIncentive Stock Option Grant Agreement • February 8th, 2016 • Teraphysics Corp
THIS AGREEMENT is made by and between TERAVAC CORPORATION, a Delaware corporation (including any successor thereto, by merger or otherwise, the “Company”), and Dale Timothy White (the “Grantee”), who is an employee of the Company or one of its Affiliates (the Company or Affiliate employing Grantee, or any successor thereto, by merger or otherwise, who employs the Grantee, is sometimes referred to herein as the “Employer”).
