FUNDING AGREEMENT Parties: Weed Web GOTAMA CAPITAL S.A.
Exhibit 10.04
Parties:
Weed Web
GOTAMA CAPITAL S.A.
SPECIAL NOTICE TO
WEED WEB, Inc., a Delaware corporation ("Company") is offering securities to a limited number of investors who meet certain qualification s necessary for the offering and sale of the securities to be exempt from registration under state and federal securities laws. As set forth in the Securities Act of 1933 Subsection 4(2), Regulations D, Rule 505 and Subsection 4(6), this private placement offering memorandum shall be only sold to Accredited Investors, as defined in Securities and Exchange Commission Regulation 230.501 (17 C.F.R. 230.501).
This Funding Agreement is submitted on a confidential basis for use only in connection with this offering. This offering is a private placement intended to be exempt from the registration requirements of the Securities Act of 1933, as amended.
By accepting this Funding Agreement, the recipient and his, her, or its officers, directors, empl oyees, agents, associates and affi liates agree that they will not divulge to any other party any i nformation contained herei n or in any notes, summaries or analyses derived from this Funding Agreement and will not reproduce or redistribute this Private Placement Memorandum in whole or i n part. Tf the recipient does not invest in this offering, the recipient agrees to return this memorandum and all documents furnished herewith to Company upon request.
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This Funding Agreement (''Agreement") is made effective as of September 8, 2014 by and between Weed Web, Inc., a Delaware corporation ("Company") and Gotama Capital. ("Investor") (Company and Investor are each a "Party" and collectively constitute the "Parties"):
WHEREAS , Investor has expressed a desire to purchasing common stock in the Company; and
WHEREAS, Company has wishes to sell a common stock interest to Investor;
NOW, WHEREFORE , the Parties agree as follows:
I. Stock Purchase. Subject to the terms and conditions hereof, Company agrees to issue and sell to Investor, and Investor agrees to purchase from Company, Two Hundred and Fifty Thousand (250,000) shares of common stock from the Company at a price of Ten Cents ($0.10) per share of Company common stock.
Accordingl y, the total purchase price shall be Twenty Five Thousand Dollars ($25,000.00) (the "Total Com mon Stock Pu rchase Price").
Xxxxxxx K i l l een , duly appointed CEO of the Company, will be acting in good faith as trust manager for Weed Web for purposes of receipt and remittance of said Total Common Stock Purchase Price.
With in five (5) days of receipt by the Company of the Remaining Common Stock Purchase Price from Investor, Company shall issue to Investor a certificate representing the shares of common stock purchased by Investor.
3. Investernent Risk . Investor recognizes the speculative nature of an investment in th Company
and that each Subscriber's investment is subject to loss if the Company is unsuccessful.
4. . .andFam1 iar1·ty wi th the Company and its Objectives. Investor acknowledges and cert. es that
. . . camiliar with the Company and its objectives; that the Company will be d ependent
Invest01 1s 1
upon the future success of . growth plans and . d hat an · strategies, an t mve stment in the Company its
involves a high degree ofrisk.
5. Access to Information . Investor acknowledges and certifies that the Company has given Investor access to such information as Investor deemed necessary and appropriate as a prudent and knowledgeable investor in evaluating the transactions contemplated herein. The Company a lso has made available to Investor the opportunity to obtain additional information in order to verify the accuracy of any information which Investor has received and to evaluate the merits and ri sks of an i nvestment in the Company . Investor has read and understands all information provided to h im or her. Investor has had the opportunity to ask questions of the Company and its management concerning the terms and conditions of an investment in the Company.
6. Su i table Investment; Accredi xxx Investor Status. Investor has knowledge and experience in fi nancial and business matters, is capable of evaluating the merits and risks of an investment in the Company and its proposed activities, has carefully considered the suitability of an investment i n the Compa ny for Investor's particular financial and tax situations, and has determined that the transactions contemplated herein are a suitable investment. Investor has adequate means of providing for their current needs and possible contingencies, and Investor has no present intention or need, and anticipates no need in the foreseeable future, to sell the Units to be purchased
pursuant to this agreement. Investor (and all its members and/or partners) is (each) an "accredited investor" wi thin the meaning of Regulation D promulgated by the Securities and Exchange Com mission under the Securities Act of 1933, as amended.
7. Notice . Notice under this agreement shall be at the following addresses:
Compa ny:
Weed Web, Inc.
0000 Xxxxxxxx Xxxxxx (South Tower)
gth Floor
Xxxxx, XX 00000
Attn: Xxxxxxx Xxx leen
Investor:
GOTAMA CAPITAL S.A.
Trnst Company Complex
Ajeltake Road, Ajeltake Island
Majuro, Xxxxxxxx Xxxxxx XX00000
8. Applicable Law. ALL QUESTIONS CONCERNING THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISIONS OR RULE (WHETHER OF THE STATE OF XXXX XXXX OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE A PPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
9. Good Fai th. The parties hereby covenant to act in good faith and to deal fairly with each other
in a ll matters.
I0. E ntir e Agreement. The parties agree that this Agreement constitutes the only agreement between the parties concerning the subject matter of this Agreement save and except any reference to other documents referred to in this Agreement or executing the tenns of this Agreement.
J I. Successors a nd Assigns. This Agreement shall be binding on and shall inure to the benefit of
the parties, thei r heirs, successors and assigns of the parties hereto.
1 2 . A uthority. Investor the individual signing on its behalf have the full legal authori·ty, capaci.ty,
and power to enter into this Agreement, and Investor is not precluded by law, contract or otherwise from en tering into this Agreement and fulfilling all obligations pursuant hereto.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as dated as of
September I , 2014.
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Weed Web I nc.
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Gotama Capital S.A.
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