POSTING AGREEMENTPosting Agreement • February 10th, 2023 • Nixplay Inc • Services-computer processing & data preparation • California
Nixplay Inc., a Delaware corporation located at 12301 Whitewater Drive Suite 115, Minnetonka, MN55343 (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its Common Stock (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC (“StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • November 17th, 2022 • Nixplay Inc • Services-computer processing & data preparation • Delaware
THIS ESCROW AGREEMENT, dated as of__________(“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), Nixplay, Inc., a Delaware corporation (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
Escrow Agreement FOR SECURITIES OFFERINGEscrow Agreement • February 10th, 2023 • Nixplay Inc • Services-computer processing & data preparation • Delaware
This Escrow Agreement, effective as of 01 / 18 / 2023, (“Escrow Agreement”), is by, between and among The Bryn Mawr Trust Company of Delaware, a Delaware Limited Purpose Trust Company and located at 20 Montchanin Rd., Suite 100, Greenville, DE 19807 as Escrow Agent hereunder (“Escrow Agent”); StartEngine Primary LLC (“Broker”), a Delaware Limited Liability Company, located at 3900 W. Alameda Ave, Burbank, CA 91505 ; and Nixplay Inc, a LLC (“Issuer”) located at 12301 Whitewater Drive Suite 115, Minnetonka, MN 55343.
Dated 1 January 2023 -and- LOAN AGREEMENTLoan Agreement • February 10th, 2023 • Nixplay Inc • Services-computer processing & data preparation • Hong Kong
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 10th, 2023 • Nixplay Inc • Services-computer processing & data preparation • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of [___________], 2023, by and among Nixplay Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
LOAN AGREEMENTLoan Agreement • November 17th, 2022 • Nixplay Inc • Services-computer processing & data preparation • Hong Kong
SUBSCRIPTION AGREEMENTSubscription Agreement • February 10th, 2023 • Nixplay Inc • Services-computer processing & data preparation • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
Dated 1 March 2023 -and- LOAN AGREEMENT 2Nixplay Inc • September 27th, 2023 • Services-computer processing & data preparation • Hong Kong
Share Sale and Purchase AgreementSale and Purchase Agreement • September 30th, 2022 • Nixplay Inc • Hong Kong
Registered address Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands
ContractNixplay Inc • November 17th, 2022 • Services-computer processing & data preparation
IDHSBC Commercial Banking (CARM 210618) CONFIDENTIAL Creedon Technologies HK Limited 7/F Mayson Commercial Building 28 Connaught Road West Sheung Wan Hong Kong Attn : Mark Creedon Palfreeman Dear Sir/Madam BANKING FACILITIES With reference to our recent discussions, we are pleased to confirm our agreement to renewing the following facilities . The facilities will be made available subject to (a) the specific terms and conditions outlined herein ; (b) the Bank's Terms and Conditions for Facilities ; and (c) the general terms and conditions governing your account(s) with the Bank or (as the case may be) the relationship terms of business . In case of any conflict, the tenns of the Facility Letter shall prevail . Definitions contained in the Bank's Terms and Conditions for Facilities apply to the Facility Letter . The Bank shall have an unrestricted discretion to reduce, cancel or suspend, or determine whether or not to permit drawings in relations to, the facilities . The facilities are
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • September 30th, 2022 • Nixplay Inc • Delaware
This Administrative Services Agreement (“Agreement”), effective as of September 1, 2022, (“Effective Date”), is by and between Creedon Technologies USA, LLC, a Minnesota limited liability company (“Creedon”) and Nixplay, Inc, a Delaware Corporation (the “Company”).
Dated 25 February 2023 -and- LOAN AGREEMENTLoan Agreement • September 27th, 2023 • Nixplay Inc • Services-computer processing & data preparation • Hong Kong
Dated 1 March 2023 -and- LOAN AGREEMENTLoan Agreement • September 27th, 2023 • Nixplay Inc • Services-computer processing & data preparation • Hong Kong
Dated 1 January 2023 -and- LOAN AGREEMENTLoan Agreement • September 27th, 2023 • Nixplay Inc • Services-computer processing & data preparation • England and Wales
Borrowed Money means any indebtedness the Borrower owes as a result of: (a) borrowing or raising money (with or without security), including any premium and any capitalised interest on that money; When calculating Borrowed Money, no liability shall be taken into account more than once.
