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 • 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”.
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.
