Advisor will promptly deliver all documents executed and delivered pursuant to the power set forth herein to the Client. It hereby acknowledges that it has been made aware of such conflicts of interest, consents to the use of the grading system for Loans described herein, consents to and waives each of the conflicts of interest described in this. If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect. In case of any reorganization of the Company (or any other company the securities of which are at the time receivable on the exercise of this Warrant) after the Issue Date, or in case, after such date, the Company. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent. Notwithstanding the above, the Advisors authority to sell or exchange Loans or a Certificate as directed by the Client and the authority described in parts (i) - (iii) above shall survive such revocation or termination to the extent necessary to achieve. Consultation may be sought by the Company over the telephone, in person, at the Company's offices or another reasonable location or through written correspondence, and will involve providing services and more fully described below.
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The arbitration will be administered by Judicial Arbitration and Mediation Services ( jams ) pursuant to its Comprehensive Arbitration Rules and Procedures. The prevailing party (which shall be the forex advisory services agreement format Party which receives an award most closely resembling the remedy or action sought) shall be entitled to recover from the other Party its reasonable attorney's fees and costs. (The Investor or the Investors counsel should contact ( ) immediately.) 1 For purposes of calculating net worth, the value of the Investors primary residence must be excluded. The Advisor will employ reasonable efforts to deploy Designated Capital on a timely basis. The Holder shall not, by virtue hereof, be entitled to any rights of a member in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in the Warrant and are. This Agreement binds the Client, the Advisor and the Advisors successor-in-interest with respect to all transactions, trades, dealings and actions by the Advisor after the Clients (or, as applicable, IRA Accountholders) death, insolvency, dissolution or liquidation until such time. Article IV general matters.1 Termination. This Agreement shall be deemed to have been drafted jointly by the parties hereto, and no inference or interpretation against any one party shall be made solely by virtue of such party allegedly having been the draftsperson of this Agreement. Individually, the Company and the Consultant may be referred to herein as a party, and collectively as the parties. No direct contractual relationship between the Client and the Custodian shall be created by this Agreement.
TechAgreements has provided me with the ability to dramatically reduce my legal fees by providing me with legal agreements that are fine tuned to my business needs. Consultants engagement does not involve the marketing of any Company securities. (d) The Parties acknowledge that the Transfer Agent is acting solely as a stakeholder at their request and that the Transfer Agent shall not be liable for any action taken by Transfer Agent in good faith and believed. Revocation shall not affect transactions entered into prior to such revocation. Currently, Lending Club, the parent company of the Advisor, serves as the third party designee in connection with the calculation and collection of Management Fees. The Advisor has directed the Custodian to report the amount of the Assets held in the Account and to provide to the Client (or, as applicable, the IRA Accountholder) quarterly Custodian Account Statements, as described in Paragraph. The Shares are to be issued via dwac as follows: Issue Name and Address Amount of Payment Demand Number of Shares to be Issued Remaining Reserved Shares Amount Very truly yours, BCI Advisors, LLC Advisory Services Agreement Page 18. A services agreement is used to document a transaction where the seller provides a service to the buyer.
This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. Internet (2 the TechAgreement Advantages, prepared by top US Lawyers, reduce your drafting time. Dated: March 1, 2017 MyDx, Inc. Principal and interest on such Certificate will continue to be distributed to Client in accordance with the terms of such Certificate. Compliance with securities laws. Client acknowledges that the Advisor is an account manager and not a financial planner, and agrees that the Advisor will make investment decisions relating to Loans, but will not purchase instruments other than a Certificate, Loans and cash equivalents as set forth in subparagraph (e) above. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The parties have each conducted sufficient and appropriate due diligence with respect to the facts and circumstances surrounding and related to this Agreement. In the case of the registration, qualification or compliance effected by the Company pursuant to Section 7 hereof, the Company will keep the Holders of Warrant Shares advised as to the initiation of registration, qualification and compliance and as to the completion thereof. Scott Jordan, CEO scottevest, as an entrepreneur, TechAgreements has enabled me to rapidly build a comprehensive understanding of my competitors license and resale structures.
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No subscription required 35 per agreement, what our customers say, with your service I have been able to dramatically reduce my initial drafting time so I can focus on the higher value business and legal decisions with my clients. Documentation to Be Furnished by Client. Form of Investment Advisory Agreement, exhibit.25, lC advisors, LLC. The Transfer Agent and MyDX shall not issue to BCI, upon a Payment Demand, a number of shares of MyDXs Common Stock which would result in beneficial ownership by BCI and its affiliates of more than.99 of the. The certificates evidencing the Warrant and Common Stock which will be forex advisory services agreement format delivered to such Holder by the Company shall bear substantially the following legend: THE securities evidenced BY this certificate have NOT been registered under THE securities. Client (or IRA Accountholder By: Date Joint Accountholder/Co-Trustee, if required: LCA: Receipt Acknowledged and Accepted: By: Date schedule C Address for Notices under the Agreement Any notice, direction, instruction, acknowledgement or other communication required or contemplated by the Investment Advisory. Accredited Investor Status The Investor makes one of the following representations regarding the Investors status as an accredited investor (within the meaning of Rule 501 under the Securities Act) as follows. No indemnified party shall consent to entry of any judgment or enter into any settlement without the written consent (which consent will not be unreasonably withheld) of the indemnifying party from which indemnify or contribution is sought. (e) Execution of Transactions. The subject matter of this Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without reference to its choice of law principles and to the exclusion of the law of any other.
Such an agreement may be appropriate for marketing services, advertising services, testing services, consulting services, management services or other professional services. Client understands and acknowledges that any change to Clients election regarding the distribution or reinvestment of principal and interest shall not be applied retroactively. If it becomes necessary for any party to institute legal action to enforce the terms and conditions of this Agreement, the prevailing party shall be awarded reasonable attorneys fees, expenses and costs. Each signature so submitted will be treated as an original, although a party receiving a signature in such format may request the delivery of an original signature to evidence and confirm the delivery of the facsimile or electronically scanned signature. The Advisor will perform the duties authorized by this Paragraph 2 solely for the benefit of and at the sole risk of the Client. To the extent the Advisor engages such other third parties, the amount of the Assets held in the Account as reported on the Custodian Account Statements may reflect the determinations of such other third parties. All custody costs and fees of the Account will be paid by the Advisor. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law. Client understands and agrees that Clients sole remedy with regard to any such amendment of the Advisors allocation practices is termination of this Agreement as provided in and in accordance with Paragraph 9(a) above.
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In the case of an Investor that is a revocable trust, all of the grantors and trustees are accredited investors. Any such invoice shall be due and payable upon receipt. The Parties acknowledge that the only terms and conditions upon which the Shares Pool are to be released are set forth in this Agreement. The representations, warranties and certain covenants of the Client (and, as applicable, the IRA Accountholder) set forth in this Agreement are made with the intent that they be relied upon by the Advisor and shall be deemed to be reaffirmed. Client further understands and agrees that the Advisors services do not relate to any other fixed income securities or other types of instruments except as expressly set forth herein. There are no additional oral agreements or other understandings related to the performance of the Services described herein. Each party recognizes and affirms that in the event of breach by it of any of the provisions of Paragraph 13, money damages would be inadequate and the injured party would have no adequate remedy at law. A Nevada corporation this certifies that, for value received, BCI Advisors Advisors, LLC (the Holder as registered owner of this Common Stock Purchase Warrant (Warrant is entitled to, at any time at or before the Expiration Date (as defined. Click here to view other, advisory Services Agreements). Name of Holder: (Please Print) Signature: (Address) notice: The signature to transfer must correspond with the name as written upon the face of the Warrant in every particular without alteration or enlargement or any change whatsoever. The Custodian has been granted continuing access to the records of the Trust, Lending Club and the Advisor (collectively, the LC Records ). Aaterial inducement FOR this agreement, each party specifically waives THE right TO trial BY jury OF ANY issues SO triable.
The Advisor will use its reasonable best efforts to make each individual investment in a manner consistent with the Clients Investment Guidelines at the time each Loan is selected for investment, based upon the presumption set forth above. If any compensation provision is deemed unenforceable or illegal, then in the case of the delivery of common stock to the Consultant, Consultant shall be entitled to receive a cash benefit equal to the value of the common. Client (and, if applicable, the IRA Accountholder) understands and acknowledges that the Advisor may utilize the services of third party designees, which may be affiliated with the Advisor, to assist in calculating and collecting the Management Fee. Upon receipt of such notice from Company, Consultant shall have 45 days to cure such breach. If any action or proceeding (including any governmental investigation or inquiry) shall be brought or any claim shall be asserted against any person entitled to indemnity hereunder (an Indemnified Party such indemnified party shall promptly notify the party from which. Chilco hereby acknowledges that BCI has provided a business introduction (the "Introduction to: (the "Subject Prior to BCI's Introduction to the Subject, mydx did not know of the existence of the Subject and further did not have a business relationship with the Subject.
In the event of the exercise or assignment hereof in part only, the Company shall cause to be delivered to the Holder a new Warrant of like tenor to this Warrant in the name of the Holder, evidencing. A Nevada corporation By: /s/ Daniel Yazbeck Daniel Yazbeck Chief Executive Officer 11 of 11 exhibicknowledgement of Introduction As evidenced by affixing the below signature to this document, for the purposes of consummating a business relationship with the below. 5 of.5 Adjustment in Exercise Price. Such issuance of Shares pursuant to a Issuance Demand as described herein shall be at the sole discretion of BCI and shall require no action on the part of MyDx unless otherwise agreed to in writing between the parties. (b) An introduction fee upon successful closing equal to 25,000 in cash or free trading, unrestricted (i.e., registered on Form S-8) common stock of the Company payable at the closing or execution transaction entered into between the Company and any BCI Protected Relationship. (b) Client may request to withdraw part of the Assets in the Account at any time upon written notice to the Advisor, stating the amount of funds desired to be withdrawn. Notwithstanding the above, the Client may amend Schedule B upon one (1) business day prior notice if the sole effect of such amendment is to terminate a prior election to receive distributions of principal and/or interest or to reduce. Whereas, the Company requires the Services (as defined herein) and as set forth below; whereas, Consultant is qualified to provide the Company with the Services and is desirous to perform such Services for the Company; and. Preliminary Guidelines or where the Client is an IRA account the beneficial owner of such IRA account (the. Employee Retirement Income Security Act of 1974, as amended ( erisa or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended, or an entity that has a class of equity interests that. The Company has been notified that much of the Consultant's efforts are "front-loaded" and therefore, much of the consulting work must be done at the outset of the Closing and during the 90 days thereafter. MyDX intends that the Shares Pool shall be reserved by the Transfer Agent pursuant to this Agreement and the Advisory Agreement. Streamlined information, exposure analysis, identification of targets and objectives, benchmarking are some of the feature of our forex portfolio management.
Loans selected for investment by the Advisor will typically be acquired directly from Lending Club in a transaction not involving any public offering. Damages shall be equal to an amount of money equal to not less than the amount of financial benefit Consultant would have received had the Company complied with the Section 4(b) Compensation terms. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations under this Agreement of any party will not be materially and adversely affected, (i) such. Whereas, the Client wishes to retain the Advisor as its investment adviser and manager with authority and responsibility to deploy cash, which may include contributions made by the Client, cash returned to the Account by the Advisor, and/or cash designated. Securities and Exchange Commission (the SEC) and coordinate with Company counsel and constants to review subsequent filings in order to maintain the Company's Securities Exchange Act of 1934 compliance status; (d) Use its best efforts to move the Company to the nasdaq. Adjustment in Number of Shares. 8 of. The parties expressly disclaim all reliance upon, and prospectively waive any fraud, misrepresentation, negligence or other claim based on information supplied by the other party, in any way relating to the subject matter of this Agreement.
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Mydx: BFI: mydx, Inc. The Client appoints the Advisor as investment adviser and manager with the power and authority to invest Designated Capital as expressly set forth herein, consistent with the Investment Guidelines (as defined below) as set forth in Schedule. Whereas, the Client wishes to maintain an investment account with the Advisor (the. 9 of 11 (C) Contribution. The Client (or, as applicable, the IRA Accountholder) acknowledges that it received, at least forty-eight (48) hours prior to the execution of this Agreement, a copy of Part 2 of the Advisors Form ADV, and has had the opportunity. Within thirty (30) days after the notice is given, the Holder shall give notice as to the number of Warrant Shares, if any, which have vested and which the Holder requests be registered simultaneously with such registration by the Company. (ix) ( not applicable where the Client is an IRA account ) that it is not and at no time during the term of this Agreement will be an employee benefit plan that is subject to Part 4 of Title I of the.S. It will remain the Clients responsibility to understand and verify the amount debited. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9(C) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable.
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To the extent such withdrawal request is for an amount exceeding the amount of uninvested cash held in the Account, Advisor shall promptly notify Client of the amount of available cash held in the Account as of the date the. Advisory Services Agreement Page 10 of 18 exhibit A-1 common stock purchase warrant A-1 void after 5:00.M., eastern time ON january 15, 2017 For the Purchase of Seven and One-Half Percent (7.5) of the Issued and Outstanding. Under no circumstances, even in the event that Consultant is to perform onsite analysis, shall Consultant be responsible for making any decisions on behalf of the Company. Compensation under this Agreement is assignable at the sole discretion of the Consultant. Clients election regarding the distribution or reinvestment of interest may be amended from time to time in the Clients sole discretion under the terms described in Paragraph 12 below. Accordingly, THE sale, transfer. The Client understands that the Advisor may be constrained in its actions on behalf of the Account by the available inventory of Loans.
In this example, the private placement is an exempt issuance and does not dilute Consultant according to this Agreement; however the 2,000,000 share issuance to the consultants would give rise to Consultant receiving additional common shares. Client and LC Advisors, LLC, a California limited liability company (the. The foregoing shall apply so long as it is the Advisors policy and practice, to the extent practicable, to allocate investment opportunities to the Account over time on a fair and equitable basis relative to other clients of the Advisor. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of Nevada. An employee benefit plan within the meaning of erisa. The relative fault of such indemnifying party and the indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission. While Advisor will employ reasonable efforts to ensure uninterrupted access to and security of the online system, Advisor does not guarantee the performance, privacy or availability of the online system or the internet. Each Holder of Warrant Shares requesting inclusion in a registration pursuant to this Section 7 may, at any time before the effective date of the registration statement relating to such registration, revoke such request by delivering written notice. The foregoing authority shall remain in full force and effect until expressly revoked by the Client in writing to the Advisor or the termination of this Agreement pursuant to Paragraph.
Advisory, services, agreement filed by MyDx, Inc
(A) Expenses of Registration. The term Expiration Date (the Expiration Date) means the earliest of (i) the first anniversary of the date hereof, (ii) immediately prior to the sale of all of substantially all of the Companys assets, or (iii) immediately prior. A limited liability company, not formed for the specific purpose of opening the Account, with total assets in excess of 5,000,000. Client and Advisor agree that only those criteria and policies set forth in the Investment Guidelines and signed by both parties shall govern the management of the Account and that any change to the Investment Guidelines requires. Stocks Real Estate Other Bonds Other Fixed Income. The Company shall additionally agree that by providing BCI with an Acknowledgement of Introduction and commencing the negotiation of a business relationship with a BCI Protected Relationship (even if an Acknowledgement of Introduction was not tendered that for two. Upon termination of the Agreement, this 1,000 deposit shall be automatically returned directly to BCI by the Transfer Agent. The Client understands and is willing to accept the risks involved in investing pursuant to the Investment Guidelines, including the risk that the Loans may lose value and may result in a total loss of capital. (g) In the event that the Company has a prior existing business relationship with a party introduced by BCI as a potential BCI Protected Relationship, then the Company shall have a positive obligation to deliver in writing such a notification.
The Advisor shall not be liable for the forex advisory services agreement format unavailability of access to the website or for any loss or damages associated with website or online access or use by the Client, including but not limited to any loss or damages. Article II release OF Settlement Shares.1 Disbursement of Shares. A Nevada corporation mydx (ii) BCI Advisors, LLC, a Delaware limited liability company ( BFI and (iii) INC., a _ corporation, (the Transfer Agent copies of which have already been delivered to your offices, BCI hereby demands the. (B) Conduct of Indemnification Proceedings. The Investor is: A natural person whose individual net worth, or joint net worth with his or her spouse, exceeds 1,000,000.1 A natural person who had an individual income in excess of 200,000 in each of the. (iii) Warrant Exercise Price Credit. The parties agree that any arbitration will be conducted by a retired judge who is experienced in dispute resolution regarding the securities industry, pre-arbitration discovery will be limited to the greatest extent provided by the rules of jams, the arbitration.