Professional Documents
Culture Documents
between
and
July 2018
6. The number of shares and price per share set out below are based on the following assumptions:
6.1. The company has issued 1,000,000 unit of shares, including shares held in
anticipation of the exercise of share options that have been granted, and
6.2. If all existing share options were to be fully exercised, the share issuance would not
exceed 1,000,000 units of shares.
7. If the number of shares issued or the number of share options granted changes between the
date of this agreement and the issuance and sale of shares to the Investor, the number of shares
that will be issued and sold to the Investor shall be adjusted such that they will constitute 5% of
the total issued shares (plus any outstanding share options).
8. The Investor agrees to purchase, and the Company agrees to sell and issue to the Investor 50,000
units of common, ordinary shares, at a cash purchase price of $0.60 per share ($600,000 in
total).
9. The Investors will transfer $30,000 to the Company's bank account on [DATE]. The bank account
details are as follows:
Bank name: FIRST BANK OF NIGERIA
Account name: DILLISH INSTANT FOODS
Account number: 2031842338
Sort code: 011151922
10. The Company will deliver to the Investors a certificate registered in their name, representing 5%
ownership of the company.
11. The funds the Investors invest in the Company will be used to support the company's activities
in scaling the Company’s production and operations (as described in the attached
[DOCUMENTS]).
12. During future investment rounds, the Investor shall be treated the same as the other existing
shareholders.
13. If existing shareholders are granted special rights at any point in the future (including but not
limited to anti-dilution right or provisions and special non-pre-emption rights or provisions), the
Investor shall be entitled to the same rights.
Pro rata rights: the investors retain the right to continue to participate in future rounds so that they
can maintain your ownership stake. If at any time the Company wishes to issue any new equity
securities to any person (Proposed Recipient) the Company shall, to the extent reasonably possible,
promptly deliver a notice of its intention to issue such New Securities (the New Issue Notice) to the
Investors at least 5 days prior to the planned date of issuance setting forth the type, number and
description of the New Securities to be issued, the proposed subscription price thereof, the identity
of the Proposed Recipients (if known at such time) and any other proposed material terms and
conditions of such issuance. The Investors shall have the right, upon written notice to the Company
within 10 days following receipt of the New Issue Notice whether such notice is provided before or
after the issuance (the Exercise Period), to elect to subscribe for, at the price and on the terms
stated in the New Issue Notice, such number of New Securities equal to the product obtained by
multiplying the number of New Securities (calculated on an as-converted basis) by a fraction, the
numerator of which is the number of equity securities (calculated on an as-converted basis) held by
the Investors on the date of such New Issue Notice (and prior to the issuance) and the denominator
of which is the total number of equity securities (calculated on an as-converted basis) issued and
outstanding on the date of such New Issue Notice (and prior to the issuance). If all or any portion of
the New Securities are not subscribed to by the Investors as described above, then the Company
may, at its election, during a period of 30 days following the expiration of the Exercise Period, issue
the remaining New Securities to the Proposed Recipient at a price and upon terms not more
favourable to the Proposed Recipient than those stated in such New Issue Notice.
INVESTORS’ SIGNATURE
Signed: Signed:
Date: Date:
Orebambo sofola Timothy O. Lynch
16541 Redmond Way Ste-241C, 500 108th Ave NE, Ste 1900
Redmond, WA 98052 Bellevue, WA 98004
Signed: