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”).
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.”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 15th, 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 August 11, 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”).
