Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) pursuant to the Securities Purchase Agreement dated on or about the date hereof between the Company and the Investors (the “Securities Purchase Agreement”) shall consist of 3,960,000 shares (the “Shares”) of the Company’s common stock (“Common Stock”) and 1,584,000 warrants to purchase Common Stock) at an exercise price of $2.35 (the “Warrants,” and collectively with the Shares, the “Securities”). The purchase price for one Share and an accompanying 40% of a Warrant shall be $1.85 per unit of securities (the “Purchase Price”). If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
Description of the Offering. The Company proposes to offer for sale and sell to the public up to 1,000,000 shares of its common stock, par value $.0001 per share ("Common Stock"), at the price of $ per share ("Offering"). All funds received from subscribers will be held in escrow by the Grafton State Bank, Grafton, Wisconsin ("Escrow Agent"), pursuant to an agreement among you, the Company and the Escrow Agent ("Escrow Agreement"). The Company will determine, in its sole discretion, to accept or reject subscriptions for Common Stock within five days following receipt thereof. Funds of an investor whose subscription is rejected will be promptly returned directly to such person by the Escrow Agent, without interest thereon or deduction therefrom, pursuant to the terms of the Escrow Agreement. In the event that at least 50,000 shares of Common Stock have not been sold within 120 days from the initial effective date of the Registration Statement (as hereinafter defined) under the Securities Act of 1933, as amended ("Securities Act"), the Offering will terminate and all funds received from subscribers will be promptly returned in full by the Escrow Agent directly to subscribers, without interest thereon or deduction therefrom, as provided in the Escrow Agreement. Provided that at least 50,000 shares of Common Stock are sold within the foregoing period, the Company may continue to offer the Common Stock for sale until (i) 1,000,000 shares are sold or (ii) March 31, 2001, whichever first occurs; the Offering may be terminated at any time prior thereto at the discretion of the Company. The Company reserves the right to refuse to sell shares of Common Stock to any person at any time. The Company, the Common Stock and the Offering are more fully described in the Registration Statement (as hereinafter defined) and the Prospectus (as hereinafter defined). All terms used in this Agreement, unless specifically defined herein, shall have the meanings set forth in such Registration Statement and Prospectus.
Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) pursuant to the Securities Purchase Agreement dated on or about the date hereof between the Company and the Investors (the “Securities Purchase Agreement”) shall consist of American depository shares (“ADSs”), each represented by two Class B ordinary shares (the “Shares”) of the Company (“Ordinary Shares”) and certain warrants to purchase ADSs (the “Warrants,” and collectively with the ADSs and Shares underlying the Warrant and the ADSs, the “Securities”). The purchase price for unit consisting of one ADS and accompanying Warrant shall be $[●] per unit of securities (the “Purchase Price”). If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
Description of the Offering. The Company is a Colorado corporation, whose no par value common stock is registered pursuant to Section 12 of the Exchange Act and traded on the OTCBB under the symbol XDRC.OB. The Company provides strategic consulting, systems analysis, predictive modeling, digital imaging, and geospatial data analysis tools and services to the Department of Homeland Security, the Department of Defense and other national intelligence agencies, as well as commercial clients. The Company is offering hereby a minimum of One Million Five Hundred Thousand Dollars ($1,500,000.00) (“Minimum”) of Units for a purchase price of $0.50 per Unit. The Units are being offered by the Company on a “best efforts, minimum or none” basis. If on or before December 15, 2008, there are cleared funds (not including interest) in an amount equal to the Minimum on deposit in the Escrow Account, the Company may close the Offering (the “Closing”) on such date as it shall choose (the “Closing Date”) and all funds in the Escrow Account, less offering expenses, shall be disbursed by the Escrow Agent to the Company or pursuant to the written closing directions of the Company. If the Closing has not occurred prior to December 15, 2008, then unless on December 15, 2008, there are cleared funds (not including interest) in an amount equal to the Minimum on deposit in the Escrow Account, all funds in the Escrow Account will be returned to the subscribers without deduction and with interest. The Warrants to be issued in connection with the Offering shall have a term of five (5) years from and after the closing date and shall entitle the holder thereof, upon exercise, to purchase one share of the Company no par value common stock at a price equal to $1.00 per share. The form of Warrant is attached hereto as Exhibit C. To the extent investors in the Offering are introduced to the Offering by or through Aspenwood Capital, a division of Green Drake Capital Corp. (“Aspenwood”), Aspenwood shall be entitled to the commissions, non-accountable expenses, and other fees, costs and compensation as more particularly set forth in the Aspenwood Engagement Letter which will be made available to investors upon request. Except as specified in the Aspenwood Engagement Letter, no other selling agent fees will be paid by the Company to any third party in connection with this Offering. The proceeds from the Offering of the Securities will be used by the Company to fund working capital needs and for general corporate purposes, inc...
Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) in the Offering shall consist of a minimum of 750,000 shares of the Company’s common stock (“Common Stock”) and a maximum of 2,083,334 shares of Common Stock (collectively, the “Shares” or “Securities”). The purchase price for one Share shall be $[●] per Share (the “Share Purchase Price”). If the Company shall default in its obligations hereunder to deliver applicable Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) in the Offering shall consist of [units (each, a “Unit”), with each Unit comprising: (a) one share of the Company’s common stock (“Common Stock” or “Shares”) or a pre-funded warrant (in lieu of a Share) to purchase one Share (each, a “Pre-Funded Warrants”), (b) a Series A warrant to purchase a Share (each, a “Series A Warrant”), and (c) a Series B warrant to purchase a Share (each, a “Series B Warrant” and together with the Shares, Pre-Funded Warrants, and the Series A Warrants, the “Securities”). The purchase price for one Unit shall be $[___] per Unit or $[___] per Unit for any Unit containing a Pre-Funded Warrant in lieu of a Share (each, the “Purchase Price”)]. If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
Description of the Offering. The securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) in the Offering shall be Class A ordinary shares, par value $0.0005625 per share (“
Description of the Offering. All funds received from subscribers in the Offering will be held in escrow by HIBERNIA NATIONAL BANK ("Escrow Agent"), pursuant to an agreement among the Placement Agent, the Company and the Escrow Agent ("Escrow Agreement"). The Company will determine, in its sole discretion, to accept or reject subscriptions for Units within five days following receipt thereof. Funds of an investor whose subscription is rejected will be promptly returned directly to such person by the Escrow Agent, without interest thereon or deduction therefrom, pursuant to the terms of the Escrow Agreement. In the event that at least 100,000 Units have not been sold within 120 days from the initial effective date of the Registration Statement (as hereinafter defined) under the Securities Act of 1933, as amended ("Securities Act"), the Offering will terminate and all funds received from subscribers will be promptly returned in full by the Escrow Agent directly to subscribers, without interest thereon or deduction therefrom, as provided in the Escrow Agreement. Provided that at least 100,000 Units are sold within the foregoing period, the Company may continue to offer the Units for sale until (i) 250,000 Units are sold or (ii) six months from the effective date of the offering, whichever first occurs; the Offering may be terminated at any time prior thereto at the discretion of the Company. The Company reserves the right to refuse to sell shares of Units to any person at any time. The Company, the Units and the Offering are more fully described in the Registration Statement (as hereinafter defined) and the Prospectus (as hereinafter defined). All terms used in this Agreement, unless specifically defined herein, shall have the meanings set forth in such Registration Statement and Prospectus.
Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) in the Offering shall consist of up to 8,333,333 shares of the Company’s common stock (“Common Stock” or “Shares” or “Securities”). The purchase price for one Share shall be $6.00 per Share (the “Share Purchase Price”). If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Selling Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) in the Offering shall consist of a combination of (i) one share of the Company’s common stock (“Common Stock” or “Shares”); and (ii) warrants to purchase 0.5 of a share of Common Stock at an exercise price of $1.00 per whole share (the “Warrants”). The Common Stock and the Warrants will be sold as units (the “Units”, with each Unit consisting of one Share and a Warrant to purchase 0.5 of a Share). The Common Stock and Warrants shall be referred to as the “Securities”. The purchase price for one Unit shall be $0.90 per Unit (the “Unit Purchase Price”). If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
