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NOTE PURCHASE AGREEMENT
This Subordinated Convertible Note Purchase Agreement (the "Agreement") is made effective as of between TECHNOCONCEPTS INC. (the "Company"), and the investors listed on the Schedule of Investors attached as Exhibit A hereto (the "Investors").
The Company has authorized the sale and issuance of Subordinated Convertible Promissory Notes, substantially in the form attached hereto as Exhibit B (each a "Note" and, collectively, the "Notes"), in the principal amount of up to $1,000,000.00.
1.2 Purchase and Sale of Notes
Subject to the terms and conditions hereof, the Company will issue and sell to the Investors, and the Investors will purchase from the Company, the Notes.
1.3 Convertibility of the Notes
The Notes will be convertible into equity securities of the Company upon the terms and conditions contained in the Notes. Shares of equity securities of the Company issued upon conversion of the Notes are referred to herein as the "Note Shares."
The closing of the sale and issuance of the Notes (the "Closing") will be held at the offices of the Company at 12:00 Noon, local time, on , or at such other time and place as shall be mutually agreed upon by the Company and the Investors who propose to purchase a majority in interest of the Notes. The date of such Closing is hereinafter referred to as the "Closing Date."
At the Closing, the Company will deliver to the Investors the Notes against payment of the principal amount thereof by a check or wire transfer payable to the order of the Company.
2. Representations and Warranties of the Company
Except as set forth under the corresponding section of the disclosure schedules delivered to the Investors concurrently herewith (the "Disclosure Schedules") which Disclosure Schedules shall be deemed a part hereof, the Company represents and warrants to the Investors as follows:
The Company is a corporation duly organized and existing under, and by virtue of, the laws of the State of Colorado and is in good standing under such laws. The Company has all requisite corporate power and authority to own its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. Note Purchase Agreement - Page 1 of 29
The capitalization of the Company is as described in the Company’s most recent periodic report filed with the SEC. The Company has not issued any capital stock since such filing other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plan and pursuant to the conversion or exercise of outstanding Common Stock Equivalents. Except as may be set forth in that certain Securities Purchase Agreement dated November, 17, 2004, no person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated herein. Except as a result of the purchase and sale of the Notes, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. The issuance and sale of the Notes will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investors) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
2.3 Authorization
All corporate action on the part of the Company and its directors necessary for the sale and issuance of the Notes and the performance of the Company's obligations under this Agreement and the Notes will be taken prior to the Closing. This Agreement and the Notes are valid, binding and enforceable obligations of the Company, subject to the laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The Notes, when issued in compliance with the provisions of this Agreement, will be validly issued, and will be free of any liens or encumbrances, assuming the Investors take the Notes with no notice thereof, other than any liens or encumbrances created by or imposed on the Holder; provided, however, that the Notes may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein. The Note Shares, when issued in compliance with the provisions of the Notes, will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances, assuming that the Investors take the Note Shares with no notice thereof, other than any liens or encumbrances created or imposed on the Holder; provided, however, that the Note Shares will be subject to restrictions on transfer under state and/or federal securities laws.
No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Notes, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) of the offer and sale of the Notes under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely manner.
Note Purchase Agreement - Page 2 of 29
2.5 SEC Reports; Financial Statements
The Company has filed all reports required to be filed by it under the Securities Act of 1933, as amended, (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities Exchange Commission (the "Commission") promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
2.6 Compliance with Other Instruments
The Company is not in violation of any provisions of its Certificate of Incorporation or Bylaws or in violation or default of any provision of any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound or any provision of federal or state statute, rule or regulation applicable to the Company, where such violation or default would have a material adverse effect on the financial condition or results of operations of the Company, and the consummation of the transactions contemplated hereby will not result in any such violation or default or require any consent under (which consent has not been obtained) or be in conflict with or constitute, with or without the passage of time and giving of notice, either a violation or default under any such material provision, instrument, judgment, order, writ, decree or contract or an event which results in the creation of any lien charge or encumbrance upon any assets of the Company.
No person is entitled, directly or indirectly, to compensation from the Company by reason of any contract or understanding or contact with the Company, as a finder or broker in connection with this sale and purchase of the Notes contemplated by this Agreement. The Company agrees to indemnify and hold the Investors harmless against and in respect of any claim of brokerage or other commissions or similar fees relative to this Agreement or the transactions contemplated hereby which arise as a result of a contract or understanding made by the Company with any such broker or finder in connection with this sale and purchase of the Notes contemplated by this Agreement. Note Purchase Agreement - Page 3 of 29
This Agreement and the Exhibits hereto and the documents provided to the Investors in connection with the purchase of the Notes do not contain any untrue statement of a material fact.
3. Representations and Warranties of Investors
Each Investor hereby represents and warrants to the Company with respect to the purchase of such Investor's Note as follows:
Such Investor has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each of this Agreement and the Note issued to the Investor is a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity.
Such Investor understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Investor is acquiring the Securities hereunder in the ordinary course of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.
3.3 Investor Status
At the time such Investor was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be either: (i) an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a "qualified institutional buyer" as defined in Rule 144A(a) under the Securities Act. Such Investor is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.
3.4 Experience of Such Investor
Each Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Investor is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. Note Purchase Agreement - Page 4 of 29
3.5 General Solicitation
Such Investor is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
3.6 Short Sales
Each Investor represents that prior to 8:30 a.m. ET on the Trading Day immediately following the date of this Agreement, neither it nor any Person over which the Investor has direct or indirect control, have made any purchases or sales of, or granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, of the Common Stock of the Company.
3.7 Reliance on Exemptions
Each Investor understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Investor’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of such Investor to acquire the Securities.
3.8 Information
Each Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by such Investor. Such Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors, if any, or its representatives shall modify, amend or affect such Investor’s right to rely on the Company’s representations and warranties contained herein. Such Investor understands that its investment in the Securities involves a high degree of risk and such Investor is able to bear the risk of losing its investment in the Securities. Such Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Such Investor has (i) such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the transactions contemplated by this Agreement, and (ii) independently and without reliance upon the Company, and based on such information as such Investor has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Investor acknowledges that the Company has not given such Investor any investment advice, credit information or opinion on whether the purchase of the Securities is prudent.
3.9 No Governmental Review
Such Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. Note Purchase Agreement - Page 5 of 29
Each Investor represents and warrants to the Company that no person is entitled, directly or indirectly, to compensation from such Investor by reason of any contract or understanding or contact with the Investor, as a finder or broker in connection with the sale and purchase of the Note contemplated by this Agreement. The Investor agrees to indemnify and hold the Company harmless against and in respect of any claim for brokerage or other commissions or similar fees relative to this Agreement or the transactions contemplated hereby which arises as a result of a contract or understanding made by such Investor with any such broker or finder in connection with the sale and purchase of the Note contemplated by this Agreement.
Upon the Closing, the Company shall issue to each Investor a warrant for the purchase of common stock of the Company, in substantially the form attached hereto as Exhibit C (the "Warrant"), as follows:
(a) The Company shall issue to each Investor a Warrant to purchase that number of shares of common stock as is equal to the product (rounded to the nearest whole number) obtained by multiplying 0.15 by the quotient obtained by dividing (i) the original principal amount of such Investor's Note by (ii) the average per share price of the Company’s common stock for the five trading days preceding the Closing Date.
(b) The Company shall issue the Warrants in accordance with this Section 5.1 within five (5) days after the Closing Date.
5.2 Exercise Price of Warrants
The per share exercise price of the Warrants shall be the average per share price of the Company’s common stock for the five trading days preceding the Closing Date.
Warrants issued pursuant to this Section 5 will terminate upon the fifth anniversary of the date of the issuance.
At the option of the Note Holder, the entire principal amount of and accrued interest on the Note shall be converted into shares of the Company's equity securities (the "Equity Securities") issued and sold at the closing of the Company's next equity financing in a single transaction or a series of related transactions yielding gross proceeds to the Company of at least $5,000,000 in the aggregate (including amounts converted under the Note and other similar convertible promissory notes) (the "Next Equity Financing"). The number of Note shares of Equity Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the entire principal amount of the Note plus (if applicable) accrued interest by (ii) the price per share of the Equity Securities, rounded to the nearest whole share, and the issuance of such shares upon such conversion shall be upon the terms and subject to the conditions applicable to the Next Equity Financing. Note Purchase Agreement - Page 6 of 29
6.2 Mechanics and Effect of Conversion
No fractional shares of the Company's capital stock will be issued upon conversion of the Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal and interest balance of the Note that would otherwise be converted into such fractional share. Upon conversion of the Note pursuant to this Section 3, the Holder shall surrender the Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with an other securities and property to which the Holder is entitled upon such conversion under the terms of the Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of the Note, the Company will be forever released from all of its obligations and liabilities under the Note with regard to that portion of the principal amount and accrued interest being converted including without limitation the obligation to pay such portion of the principal amount and accrued interest.
7. Restrictions on Transferability
7.1 Restrictions on Transferability
The Note and the Note Shares shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Section 7, which conditions are intended to ensure compliance with the provisions of the Securities Act (as defined below). Each Investor will cause any proposed Investor, assignee, transferee, or pledgee of the Note and the Note Shares held by the Investor to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 7.
As used in this Agreement, the following terms shall have the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.
"Holder" shall mean a holder of a Note or any Note Shares.
"Restricted Securities" shall mean the securities of the Company required to bear the legend set forth in Section 7.3 hereof.
"Requisite Holders" shall mean the holders of more than 50% of the outstanding principal amount of the Notes.
Each certificate or note representing a Note or Note Share and any other securities issued in respect of the Note Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 7.4 below) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE ACT OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.
Note Purchase Agreement - Page 7 of 29
Each Investor and each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Note or Note Shares in order to implement the restrictions on transfer established in this Section 7.
7.4 Notice of Proposed Transfers
The Holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 7.4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the Holder thereof shall given written notice to the Company of such Holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accomplished at such Holder's expense by either (i) an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 7.3 above, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.
This Agreement and the Note shall in all respects be governed by and construed and enforced in accordance with the laws of the State of California, as such laws apply to contracts entered into and wholly to be performed within such state.
THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN REGISTERED WITH THE SECURITIES COMMISSION OF ANY STATE AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT AND RECEIPT OF ANY PART OF THE CONSIDERATION THEREFROM PRIOR TO SUCH REGISTRATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT FROM REGISTRATION PURSUANT TO THE RELEVANT STATE SECURITIES LAWS. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON REGISTRATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
Note Purchase Agreement - Page 8 of 29
The representations, warranties, covenants and agreements made herein shall survive any investigation made by the Investors and the closing of the transactions contemplated hereby.
Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto, provided, however, that the rights of the Investors to purchase the Notes shall not be assignable without the consent of the Company and provided further that the Company may not assign its rights hereunder.
8.5 Entire Agreement and Amendment
This Agreement, the Notes and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought; provided , however , that the Requisite Holders may, with the Company's prior written consent, waive, modify or amend any provisions hereof.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand, by messenger or by telecopy, addressed (a) if to an Investor, at the Investor's address set forth on Exhibit A hereto, or at such other address as the Investor shall have furnished to the Company in writing or (b) if to any other Holder of a Note or Note Shares, at such address as such Holder shall have furnished the Company in writing, or, until any such Holder so furnishes an address to the Company, then to and at the address of the last Holder of the Note or Note Shares, who has so furnished an address to the Company or (c) if to the Company, one copy should be sent to its principal executive offices located at 6060 Sepulveda Blvd., Van Nuys, CA 91411, and addressed to the attention of the Chief Financial Officer, or to such other address as the Company shall have furnished to the Investors. Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered personally, by messenger or by telecopy, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid.
Note Purchase Agreement - Page 9 of 29
Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any Holder of a Note or the Note Shares, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach or default under this Agreement, or any waiver on the part of any Holder of any provisions or conditions of this agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Holder, shall be cumulative and not alternative.
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the party or parties actually executing such counterparts, and all of which together shall constitute one instrument.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.
The titles and subtitles used in this Agreement are used for convenience only and are not considered in construing or interpreting this Agreement.
8.12 Confidentiality The parties hereto agree that the existence of this Agreement and of any Notes and Warrants issued hereunder, and the terms hereof, shall be held in the strictest confidence and shall not be disclosed to any third party unless (a) such disclosure is required by law, or (b) such disclosure is agreed upon in writing by the Investor and the Company.
Note Purchase Agreement - Page 10 of 29
EXHIBIT A
Schedule of Investors
Note Purchase Agreement - Page 11 of 29
EXHIBIT B
Form of Note
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1 | ||||||||||||||||||||||||||||||||||||||
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