Conversion Date. Amount to be converted: $------------------ Conversion Price: $------------------ Shares of Common Stock Issuable: ------------------- Amount of Debenture unconverted: $------------------ Amount of Interest Converted: $------------------ Conversion Price of Interest: $------------------ Shares of Common Stock Issuable: ------------------- Amount of Liquidated Damages: $------------------ Conversion Price of Liquidated Damages: $------------------ Shares of Common Stock Issuable: ------------------- Total Number of shares of Common Stock to be issued: ------------------- EXHIBIT I-1 Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- Authorized Signature: --------------------------------- Name: --------------------------------- Title: --------------------------------- Phone #: --------------------------------- Broker DTC Participant Code: --------------------------------- Account Number*: --------------------------------- * Note that receiving broker must initiate transaction on DWAC System. EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT _________, 2004 --------------- ------------------------------ --------------- Attention: RE: SOLUTION TECHNOLOGY INTERNATIONAL, INC. Ladies and Gentlemen: We are counsel to Solution Technology International, Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of June __, 2004 (the "Securities Purchase Agreement"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "Buyer") pursuant to which the Company has agreed to sell to the Buyer a minimum of Six Hundred Thousand Dollars ($600,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion Shares") of the Company's common stock, par value $.001 per share (the "Common Stock"), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June __, 2004, with the Buyer (the "Investor Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2004, the Company filed a Registration Statement (File No. ___-_________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 P.M. on __________, 2004 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] By: -------------------------------------- EXHIBIT II-2 EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ________________ 2004 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- Attention: RE: SOLUTION TECHNOLOGY INTERNATIONAL, INC. Ladies and Gentlemen: We have acted as special counsel to Solution Technology International, Inc. (the "Company"), in connection with the registration of ___________shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Company with the SEC on _________ ___, 2004. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 2004. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ may remove the restrictive legends contained on the Shares. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, [COMPANY COUNSEL] EXHIBIT "A" (LIST OF SELLING STOCKHOLDERS) Name: No. of Shares: ---------------------------------- --------------------------------
Appears in 2 contracts
Samples: Securities Purchase Agreement (Networth Technologies, Inc.), Securities Purchase Agreement (Solution Technology International Inc)
Conversion Date. Amount to be converted: $------------------ $ --------------------------- Conversion Price: $------------------ $ --------------------------- Shares of Common Stock Issuable: ------------------- --------------------------- Amount of Debenture unconverted: $------------------ $ --------------------------- Amount of Interest Converted: $------------------ $ --------------------------- Conversion Price of Interest: $------------------ $ --------------------------- Shares of Common Stock Issuable: ------------------- --------------------------- Amount of Liquidated Damages: $------------------ $ --------------------------- Conversion Price of Liquidated Damages: $------------------ $ --------------------------- Shares of Common Stock Issuable: ------------------- --------------------------- Total Number of shares of Common Stock to be issued: ------------------- --------------------------- EXHIBIT I-1 Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- ------------------------------------------- Authorized Signature: --------------------------------- ------------------------------------------- Name: --------------------------------- ------------------------------------------- Title: --------------------------------- ------------------------------------------- Phone #: --------------------------------- ------------------------------------------- Broker DTC Participant Code: --------------------------------- ------------------------------------------- Account Number*: --------------------------------- ------------------------------------------- * Note that receiving broker must initiate transaction on DWAC System. EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT _________, 2004 --------------- ------------------------------ --------------- 2005 _________ Attention: RE: SOLUTION TECHNOLOGY INTERNATIONALETOTALSOURCE, INC. Ladies and Gentlemen: We are counsel to Solution Technology InternationalETOTALSOURCE, Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of June November __, 2004 2005 (the "Securities Purchase Agreement"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "BuyerBuyers") pursuant to which the Company has agreed to sell to the Buyer a minimum of Six Hundred Thousand Buyers up to One Million Dollars ($600,0001,000,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion Shares") of the Company's common stock, no par value $.001 per share (the "Common Stock"), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June November ___, 20042005, with the Buyer Buyers (the "Investor Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 20042005, the Company filed a Registration Statement (File No. ___-_________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you the Transfer Agent that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 ____ P.M. on __________, 2004 2005 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] By: -------------------------------------- ------------------------------------- EXHIBIT II-2 EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ________________ 2004 2005 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- ___________ Attention: RE: SOLUTION TECHNOLOGY INTERNATIONALETOTALSOURCE, INC. Ladies and Gentlemen: We have acted as special counsel to Solution Technology InternationalETOTALSOURCE, Inc. (the "Company"), in connection with the registration of ___________253,000,000 shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Company with the SEC on _________ ___, 20042005. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 20042005. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that _____________________ may remove the restrictive legends contained on the Shares. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you Transfer Agent specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you Transfer Agent in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, [COMPANY COUNSEL] EXHIBIT "A" (LIST OF SELLING STOCKHOLDERS) Name: No. of Shares: ---------------------------------- --------------------------------)
Appears in 1 contract
Samples: Etotalsource Inc
Conversion Date. Amount to be converted: $------------------ $ ------------------------------- Amount of Debenture unconverted: $ ------------------------------- Conversion PricePrice per share: $------------------ $ ------------------------------- Amount of Interest: $ ------------------------------- Conversion Price per share: $ ------------------------------- Shares of Common Stock Issuable: ------------------- Amount of Debenture unconverted-------------------------------- Please confirm the following information: $------------------ Amount of Interest Converted: $------------------ Conversion Price of Interest: $------------------ Shares of Common Stock Issuable: ------------------- Amount of Liquidated Damages: $------------------ Conversion Price of Liquidated Damages: $------------------ Shares of Common Stock Issuable: ------------------- Total Number of shares of Common Stock to be issued: ------------------- EXHIBIT I-1 ------------------ Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- ------------------------------------------------------------ Authorized Signature: --------------------------------- ------------------------------------------------- Name: --------------------------------- ------------------------------------------------- Title: --------------------------------- ------------------------------------------------- Phone #: --------------------------------- ------------------------------------------------- Broker DTC Participant Code: --------------------------------- ------------------------------------------ Account Number*: --------------------------------- ------------------------------------------ * Note that receiving broker must initiate transaction on NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SystemSYSTEM. EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT February __, 2004 INSERT Attention: _________, 2004 --------------- ------------------------------ --------------- Attention: ______ RE: SOLUTION TECHNOLOGY INTERNATIONAL, INC. MEDIA WORX INC Ladies and Gentlemen: We are counsel to Solution Technology International, Media Worx Inc., a Delaware Wyoming corporation (the "Company"), and have represented the Company in connection with that certain Securities Purchase Standby Equity Distribution Agreement, dated as of June February ___, 2004 (the "Securities Purchase Standby Equity Distribution Agreement"), entered into by and among the Company and the Buyers Investor as set forth on Schedule I attached thereto (collectively the "Buyer") therein pursuant to which the Company has agreed to sell issue to the Buyer a minimum of Six Investor Two Hundred Forty Thousand Dollars ($600,000240,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion Shares") of the Company's common stock, par value $.001 .005 per share (the "Common Stock"), in accordance with the terms of the Securities Purchase Standby Equity Distribution Agreement. Pursuant to the Securities Purchase Standby Equity Distribution Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June February ___, 2004, with the Buyer Investor (the "Investor Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Securities Purchase Standby Equity Distribution Agreement and the Registration Rights Agreement, on _______, 2004, the Company filed a Registration Statement (File No. ___-_________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 P.M. on __________, 2004 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] By: -------------------------------------- EXHIBIT II-2 EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ____________ _____ 2004 , 2003 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- INSERT Attention: RE: SOLUTION TECHNOLOGY INTERNATIONAL, MEDIA WORX INC. Ladies and Gentlemen: We have acted as special counsel to Solution Technology InternationalMedia Worx Inc., Inc. (the "Company"), in connection with the registration of ___________shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Company with the SEC on _________ ___, 2004. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 20042003. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ Signature Stock Transfer may remove the restrictive legends contained on the Shares. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, [COMPANY COUNSEL] EXHIBIT "A" (LIST OF SELLING STOCKHOLDERS) NameNAME: NoNO. of SharesOF SHARES: ---------------------------------- ----------------------------------------------------------------- -------------------------------------
Appears in 1 contract
Samples: Mediaworx Inc
Conversion Date. Amount to be converted: $------------------ Conversion Price: $------------------ Shares of Common Stock Issuable: ------------------- $ ------------------------------------------- Amount of Debenture unconverted: $------------------ Amount of Interest Converted: $------------------ $ ------------------------------------ Conversion Price of Interestper share: $------------------ Shares of Common Stock Issuable: ------------------- Amount of Liquidated Damages: $------------------ Conversion Price of Liquidated Damages: $------------------ Shares of Common Stock Issuable: ------------------- Total $ ------------------------------- Number of shares of Common Stock to be issued: ------------------- EXHIBIT I-1 ------------------------- Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- -------------------------------------------------------------- Authorized Signature: --------------------------------- -------------------------------------------- Name: --------------------------------- -------------------------------------------- Title: --------------------------------- -------------------------------------------- Phone #: --------------------------------- ----------------------------------------------------- Broker DTC Participant Code: --------------------------------- ------------------------------------ Account Number*: --------------------------------- ------------------------------------ * Note that receiving broker must initiate transaction on NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SystemSYSTEM. EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT ________ __, 2004 --------------- ------------------------------ --------------- 2002 Jersey Transfer and Trust Company 201 Bloomfield Avenue P.O. Box 36 Xxxxxx, Xxx Xxxxxx 00044 Attention: Jeff Manger RE: SOLUTION TECHNOLOGY INTERNATIONAL, INCLITE KING CORP. Ladies and Xxxxxx xxx Gentlemen: We are counsel to Solution Technology International, Inc.Lite King Corp., a Delaware New York corporation (the "CompanyCOMPANY"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of June February ___, 2004 2002 (the "Securities Purchase AgreementSECURITIES PURCHASE AGREEMENT"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "BuyerBUYERS") pursuant to which the Company has agreed to sell to the Buyer a minimum of Six Buyers up to Two Hundred Thousand Dollars ($600,000250,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion SharesCONVERSION SHARES") of the Company's common stock, par value $.001 per share (the "Common StockCOMMON STOCK"), , in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June February ___, 20042002, with the Buyer Buyers (the "Investor Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 ActACT"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 20042002, the Company filed a Registration Statement (File No. ___-_________) (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 P.M. on __________, 2004 2002 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] KIRKPATRICK & LOCKHART LLP By: -------------------------------------- EXHIBIT II-2 --------------------------------------------- EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ____________ _____ 2004 , 2002 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- Jersey Transfer and Trust Company 201 Bloomfield Avenue P.O. Box 36 Xxxxxx, Xxx Xxxxxx 00044 Attention: REJeff Manger Re: SOLUTION TECHNOLOGY INTERNATIONAL, INC. Ladies and Gentlemen: We have acted as special counsel to Solution Technology International, Inc. (the "Company"), in connection with the registration of ___________shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Company with the SEC on _________ ___, 2004. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 2004. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ may remove the restrictive legends contained on the Shares. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, [COMPANY COUNSEL] EXHIBIT "A" (LIST OF SELLING STOCKHOLDERS) Name: No. of Shares: ---------------------------------- --------------------------------LITE KING COXX.
Appears in 1 contract
Conversion Date. Amount to be converted: $------------------ $ ----------------------- Conversion Price: $------------------ $ ----------------------- Shares of Common Stock Issuable: ------------------- ----------------------- Amount of Debenture unconverted: $------------------ $ ----------------------- Amount of Interest Converted: $------------------ $ ----------------------- Conversion Price of Interest: $------------------ $ ----------------------- Shares of Common Stock Issuable: ------------------- ----------------------- Amount of Liquidated Damages: $------------------ $ ----------------------- Conversion Price of Liquidated Damages: $------------------ $ ----------------------- Shares of Common Stock Issuable: ------------------- ----------------------- Total Number of shares of Common Stock to be issued: ------------------- ----------------------- EXHIBIT I-1 Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- ----------------------- Authorized Signature: --------------------------------- ----------------------- Name: --------------------------------- ----------------------- Title: --------------------------------- ----------------------- Phone #: --------------------------------- ----------------------- Broker DTC Participant Code: --------------------------------- ----------------------- Account Number*: --------------------------------- ----------------------- * Note that receiving broker must initiate transaction on NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SystemSYSTEM. EXHIBIT II ---------- TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS ------------------------------------------ FORM OF NOTICE OF EFFECTIVENESS ------------------------------- OF REGISTRATION STATEMENT ------------------------- _________, 2004 --------------- ------------------------------ --------------- AttentionExecutive Registrar & Transfer, Inc. 3615 South Huron Street, Suite 104 Englxxxxx, Xxxxxxxx 00000 Xxxxxxxxx: RE(000) 000-0000 Xxxxxxxxx: SOLUTION TECHNOLOGY INTERNATIONAL(303) 783-2140 Xxxxxxxxx: Jack Donnolxx XX: XXXXALSOURCE, INC. Ladies and Xxxxxx xxx Gentlemen: We are counsel to Solution Technology InternationaleTotalSource, Inc., a Delaware Colorado corporation (the "CompanyCOMPANY"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of June September __, 2004 (the "Securities Purchase AgreementSECURITIES PURCHASE AGREEMENT"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "Buyer") pursuant to which the Company has agreed to sell to the Buyer a minimum of Six up to Three Hundred Fifty Thousand Dollars ($600,000350,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion SharesCONVERSION SHARES") of the Company's common stock, no par value $.001 per share (the "Common StockCOMMON STOCK"), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June September __, 2004, with the Buyer (the "Investor Registration Rights AgreementINVESTOR REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 ActACT"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2004, the Company filed a Registration Statement (File No. ___-_________) (the "Registration REGISTRATION Statement") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 ____ P.M. on __________, 2004 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] KIRKPATRICK & LOCKHART LLP By: -------------------------------------- --------------------------------- EXHIBIT II-2 EXHIBIT III ----------- TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS ------------------------------------------ FORM OF OPINION --------------- ________________ 2004 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- Attention------------------------------ Executive Registrar & Transfer, Inc. 3615 South Huron Street, Suite 104 Englxxxxx, Xxxxxxxx 00000 Xxxxxxxxx: RE(000) 000-0000 Xxxxxxxxx: SOLUTION TECHNOLOGY INTERNATIONAL(303) 783-2140 Xxxxxxxxx: Jack Donnelxx XX: ETOTALSOURCE, INCXXX. Ladies Xxxxxs and Gentlemen: We have acted as special counsel to Solution Technology InternationaleTotalSource, Inc. (the "CompanyCOMPANY"), in connection with the registration of ___________shares (the "SharesSHARES") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration StatementREGISTRATION STATEMENT"), filed by the Company with the SEC on _________ ___, 2004. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling StockholdersSELLING STOCKHOLDERS"). This opinion relates solely to the Selling Shareholders listed on Exhibit EXHIBIT "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 2004. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ Executive Registrar & Transfer, Inc. may remove the restrictive legends contained on the Shares. This opinion relates solely SOLELY to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit EXHIBIT "A" hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, [COMPANY COUNSEL] KIRKPATRICK & LOCKHART LLP EXHIBIT III-2 EXHIBIT "A" ----------- (LIST OF SELLING STOCKHOLDERS) Name: No. of Shares: ---------------------------------- --------------------------------------------------------------
Appears in 1 contract
Conversion Date. Free Trading (Yes__ No__) ---------------------------------------- Amount to be converted: $------------------ Conversion Price$ ---------------------------------------- Please confirm the following information: $------------------ Shares of Common Stock Issuable: ------------------- Amount of Debenture unconverted: $------------------ Amount of Interest Converted: $------------------ Conversion Price of Interestper share: $------------------ Shares of Common Stock Issuable: ------------------- Amount of Liquidated Damages: $------------------ Conversion Price of Liquidated Damages: $------------------ Shares of Common Stock Issuable: ------------------- Total $ ---------------------------------------- Number of shares of Common Stock to be issued: ------------------- EXHIBIT I-1 ---------------------------------------- Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- Authorized Signature: --------------------------------- ---------------------------------------- Name: --------------------------------- ---------------------------------- Title: --------------------------------- ---------------------------------- Phone #: --------------------------------- -------------------------------- Broker DTC Participant Code: --------------------------------- Account Number*: --------------------------------- * Note that receiving broker must initiate transaction on DWAC System. EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT _________, 2004 --------------- ------------------------------ --------------- Attention: RE: SOLUTION TECHNOLOGY INTERNATIONAL, INC. Ladies and Gentlemen: We are counsel to Solution Technology International, Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of June __, 2004 (the "Securities Purchase Agreement"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "Buyer") pursuant to which the Company has agreed to sell to the Buyer a minimum of Six Hundred Thousand Dollars ($600,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion Shares") of the Company's common stock, par value $.001 per share (the "Common Stock"), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June __, 2004, with the Buyer (the "Investor Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2004, the Company filed a Registration Statement (File No. ___-_________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 P.M. on __________, 2004 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] By: -------------------------------------- EXHIBIT II-2 EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ________________ 2004 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- AttentionAccount Number* : RE: SOLUTION TECHNOLOGY INTERNATIONAL, INC. Ladies and Gentlemen: We have acted as special counsel to Solution Technology International, Inc. (the "Company"), in connection with the registration of ___________shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Company with the SEC on _________ ___, 2004. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 2004. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ may remove the restrictive legends contained on the Shares* NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SYSTEM. This opinion relates solely EXHIBIT II TO TRANSFER AGENT INSTRUCTIONS FORM OF COMPANY CONFIRMATION OF CONVERSION NOTICE Reference is made to the number Securities Purchase Agreement (the "SECURITIES PURCHASE AGREEMENT") between Southern States Power Co. (the "COMPANY") and Cornell Capital Partners, LP, dated December 13, 2001. In accordance with and pursuant to the Securities Purchase Agreement, the undersigned hereby confirms and authorizes the issuance of Shares set forth opposite shares of common stock, par value $0.001 per share (the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you specifically COMMON STOCK") of the Company, in connection with the issuance Conversion Notice (as defined in the Securities Purchase Agreement) attached hereto. Specifically, the Company hereby confirms the following information: Conversion Date: ---------------------------------------- Amount to be converted: ---------------------------------------- Conversion Price per share: $ ---------------------------------------- Number of shares of Common Stock to be issued: ---------------------------------------- Free Trading (Yes __ No__) The shares of Common Stock shall be issued in the Shares, name and solely for your information and benefit. This letter may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions to the address as set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereofapplicable Conversion Notice. Very truly yours, [COMPANY COUNSEL] EXHIBIT "A" (LIST OF SELLING STOCKHOLDERS) Authorized Signature ----------------------------------------- Name: No. of Shares----------------------------------- Title: ---------------------------------- --------------------------------Phone #: --------------------------------- Fax #: -----------------------------------
Appears in 1 contract
Samples: Securities Purchase Agreement (Southern States Power Co Inc)
Conversion Date. Amount to be converted: $------------------ Conversion Price: $------------------ Shares of Common Stock Issuable: ------------------- $ ----------------------------------- Amount of Debenture unconverted: $------------------ Amount of Interest Converted$ ----------------------------------- Please confirm the following information: $------------------ Conversion Price of Interestper share: $------------------ Shares of Common Stock Issuable: ------------------- Amount of Liquidated Damages: $------------------ Conversion Price of Liquidated Damages: $------------------ Shares of Common Stock Issuable: ------------------- Total $ ------------------------------------------ Number of shares of Common Stock to be issued: ------------------- EXHIBIT I-1 ------------------------- Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- --------------------------------------------------------------- Authorized Signature: --------------------------------- --------------------------------------------------- Name: --------------------------------- --------------------------------------------------- Title: --------------------------------- --------------------------------------------------- Phone #: --------------------------------- --------------------------------------------------- Broker DTC Participant Code: --------------------------------- ------------------------------------ Account Number*: --------------------------------- ------------------------------------ * Note that receiving broker must initiate transaction on NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SystemSYSTEM. EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT _______July __, 2004 --------------- ------------------------------ --------------- Attention2002 Stock Trans Inc. 44 W. Lancaster Avenue Ardmore, Pexxxxxxxxxx 00000 ATTENTION: PAT THORNER RE: SOLUTION TECHNOLOGY INTERNATIONAL, INC. DALECO RESOURCES XXXXXXXXXXX Ladies and Gentlemen: We are counsel to Solution Technology International, Inc.Daleco Resources Corporation, a Delaware Nevada corporation (the "Company"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of June July ___, 2004 2002 (the "Securities Purchase AgreementSECURITIES PURCHASE AGREEMENT"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "BuyerBUYER") pursuant to which the Company has agreed to sell to the Buyer a minimum of Six up to Three Hundred Thousand Dollars ($600,000300,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion SharesCONVERSION SHARES") of the Company's common stock, par value $.001 0.01 per share (the "Common StockCOMMON STOCK"), , in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June ___, 20042002, with the Buyer (the "Investor Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 ActACT"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 20042002, the Company filed a Registration Statement (File No. ___-_________) (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 P.M. on __________, 2004 2002 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] KIRKPATRICK & LOCKHART LLP By: -------------------------------------- EXHIBIT II-2 ---------------------------------------- EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ____________ _____ 2004 , 2002 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- Stock Trans Inc. 44 W. Lancaster Avenue Ardmore, Pexxxxxxxxxx 00000 Attention: REPat Thorner Re: SOLUTION TECHNOLOGY INTERNATIONAL, INC. DALECO RESOURXXX XXXXXXXTION Ladies and Gentlemen: We have acted as special counsel to Solution Technology International, Inc. Daleco Resources Corporation (the "CompanyCOMPANY"), in connection with the registration of ___________shares (the "SharesSHARES") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration StatementREGISTRATION STATEMENT"), filed by the Company with the SEC on _________ ___, 20042002. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling StockholdersSELLING STOCKHOLDERS"). This opinion relates solely SOLELY to the Selling Shareholders listed on Exhibit EXHIBIT "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 20042002. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ Stock Trans Inc., may remove the restrictive legends contained on the Shares. This opinion relates solely SOLELY to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit EXHIBIT "A" hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, [COMPANY COUNSEL] EXHIBIT "A" (LIST OF SELLING STOCKHOLDERS) Name: No. of Shares: ---------------------------------- --------------------------------KIRKPATRICK & LOCKHART LLP
Appears in 1 contract
Samples: Securities Purchase Agreement (Daleco Resources Corp)
Conversion Date. Amount to be converted: $------------------ $ --------------------- Conversion Price: $------------------ $ --------------------- Shares of Common Stock Issuable: ------------------- ---------------------- Amount of Debenture unconverted: $------------------ $ --------------------- Amount of Interest Converted: $------------------ $ --------------------- Conversion Price of Interest: $------------------ $ --------------------- Shares of Common Stock Issuable: ------------------- ---------------------- Amount of Liquidated Damages: $------------------ $ --------------------- Conversion Price of Liquidated Damages: $------------------ $ --------------------- Shares of Common Stock Issuable: ------------------- ---------------------- Total Number of shares of Common Stock to be issued: ------------------- ---------------------- EXHIBIT I-1 Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- ---------------------- Authorized Signature: --------------------------------- ---------------------- Name: --------------------------------- ---------------------- Title: --------------------------------- ---------------------- Phone #: --------------------------------- ---------------------- Broker DTC Participant Code: --------------------------------- ---------------------- Account Number*: --------------------------------- ---------------------- * Note that receiving broker must initiate transaction on NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SystemSYSTEM. EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT _________, 2004 --------------- ------------------------------ --------------- Attention: RE: SOLUTION TECHNOLOGY INTERNATIONALNANOSCIENCE TECHNOLOGIES, INC. Ladies and Gentlemen: We are counsel to Solution Technology InternationalNanoscience Technologies, Inc., a Delaware Nevada corporation (the "CompanyCOMPANY"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of June December __, 2004 (the "Securities Purchase AgreementSECURITIES PURCHASE AGREEMENT"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "BuyerBUYER") pursuant to which the Company has agreed to sell to the Buyer a minimum of Six Hundred Thousand One Million Dollars ($600,0001,000,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion SharesCONVERSION SHARES") of the Company's common stock, par value $.001 0.001 per share (the "Common COMMON Stock"), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June December __, 2004, with the Buyer (the "Investor Registration Rights AgreementINVESTOR REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 ActACT"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _____December __, 2004, the Company filed a Registration Statement (File No. ___-_________) (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 P.M. on __________, 2004 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] By: -------------------------------------- ---------------------------------- EXHIBIT II-2 EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ________________ 2004 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- Attention: RE: SOLUTION TECHNOLOGY INTERNATIONAL, INC. Ladies and Gentlemen: We have acted as special counsel to Solution Technology International, Inc. (the "Company"), in connection with the registration of ___________shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Company with the SEC on _________ ___, 2004. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 2004. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ Transfer Co. [ADD ADDRESS]_________________ Attention: Compliance Department Re: NANOSCIENCE TECHNOLOGIES, INC. Ladies and Gentlemen: Nanoscience Technologies, Inc., a Nevada corporation (the "Company"), has filed with the Securities and Exchange Commission a Registration Statement on Form S-_, file no. 333-_________ (the "Registration Statement"), which became effective under the Securities Act of 1933, as amended (the "Act"), on ______________, 2004. The Registration Statement and the related prospectus relates to up to ________________ shares of common stock, $0.001 par value, of the Company (the "Common Stock"), which may remove be sold by the restrictive legends contained stockholders listed on Exhibit A to this opinion (the Shares"Sellers"). This opinion relates solely Unless we advise you otherwise, upon your receipt of appropriate written representations from the broker-dealers acting for the Sellers to the effect that (i) the number of shares of Common Stock sold by them (limited to the number of Shares set forth listed opposite their respective names in Exhibit A attached hereto) have been sold pursuant to the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you specifically in connection with the issuance Registration Statement and (ii) they have delivered a copy of the SharesCompany's prospectus dated __________, 2004 to the purchasers of such shares of Common Stock, you may issue certificates representing such shares in the names of the transferees of the Sellers without legend regarding restrictions on transfer under the Act and solely for your information and benefitremove all stop transfer orders with respect to the sold shares with respect to restrictions on transfer under the Act. This letter may not be relied upon by you in any other connection, is for your benefit only with respect to the matters as set forth above and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereofother purpose. Very truly yours, [COMPANY COUNSEL] EXHIBIT "A" (LIST OF SELLING STOCKHOLDERS) NameNAME: NoNO. of SharesOF SHARES: ---------------------------------- ---------------------------------------------------------------------- ----------------------------------------
Appears in 1 contract
Samples: Securities Purchase Agreement (Nanoscience Technologies Inc)
Conversion Date. Amount to be converted: $------------------ Conversion Price$ ------------------------------------ Please confirm the following information: $------------------ Shares of Common Stock Issuable: ------------------- Amount of Debenture unconverted: $------------------ Amount of Interest Converted: $------------------ Conversion Price of Interestper share: $------------------ Shares of Common Stock Issuable: ------------------- Amount of Liquidated Damages: $------------------ Conversion Price of Liquidated Damages: $------------------ Shares of Common Stock Issuable: ------------------- Total $ ------------------------------------ Number of shares of Common Stock to be issued: ------------------- EXHIBIT I-1 -------------------------- Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- ------------------------------------ ------------------------------------ ------------------------------------ Authorized Signature: --------------------------------- ------------------------------------ Name: --------------------------------- ------------------------------ Title: --------------------------------- ------------------------------ Phone #: --------------------------------- ---------------------------- Broker DTC Participant Code: --------------------------------- ------------------------ Account Number*: --------------------------------- ------------------------ * Note that receiving broker must initiate transaction on NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SystemSYSTEM. EXHIBIT II ---------- TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS ------------------------------ FORM OF COMPANY CONFIRMATION OF CONVERSION NOTICE Reference is made to the Securities Purchase Agreement (the "SECURITIES PURCHASE AGREEMENT") between Ocean Power Corporation (the "COMPANY") and Cornell Capital Partners, LP, dated November ___, 2001. In accordance with and pursuant to the Securities Purchase Agreement, the undersigned hereby confirms and authorizes the issuance of shares of common stock, par value $0.01 per share (the "COMMON STOCK") of the Company, in connection with the Conversion Notice (as defined in the Securities Purchase Agreement) attached hereto. Specifically, the Company hereby confirms the following information: Conversion Date: ------------------------------------ Amount to be converted: ------------------------------------ Conversion Price per share: $ ------------------------------------ Number of shares of Common Stock to be issued: ------------------------------------ The shares of Common Stock shall be issued in the name and to the address as set forth in the applicable Conversion Notice. Authorized Signature ------------------------------------ Name: ------------------------------ Title: ----------------------------- Phone #: ---------------------------- Fax #: ------------------------------ EXHIBIT III ----------- TO TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT ________ __, 2004 --------------- ------------------------------ --------------- Attention: 2001 ___________________________ RE: SOLUTION TECHNOLOGY INTERNATIONAL, INC. OCEAN POWER CORPORATION Ladies and Gentlemen: We are counsel to Solution Technology International, Inc.Ocean Power Corporation, a Delaware corporation (the "CompanyCOMPANY"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of June November __, 2004 2001 (the "Securities Purchase AgreementSECURITIES PURCHASE AGREEMENT"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto Cornell Capital Partners, LP (collectively the "BuyerBUYER") pursuant to which the Company has agreed to sell to the Buyer a minimum of Six up to Five Hundred Thousand Dollars ($600,000500,000.00) of secured convertible debentures, which shall be convertible into shares (the "Conversion SharesCONVERSION SHARES") of the Company's common stock, par value $.001 0.01 per share (the "Common StockCOMMON STOCK"), , in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June November __, 20042001, with the Buyer (the "Investor Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 20042001, the Company filed a Registration Statement (File No. ___-_________) (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 P.M. on __________, 2004 2001 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer has have confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSELCompany Counsel] By: -------------------------------------- EXHIBIT II-2 EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION :____________________ 2004 EXHIBIT IV ---------- TO TRANSFER AGENT INSTRUCTIONS ------------------------------ FORM OF OPINION --------------- ____________ ___, 2001 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- Attention------------------------------ Re: RE: SOLUTION TECHNOLOGY INTERNATIONAL, INC. TORQUE ENGINEERING CORPORATION ------------------------------ Ladies and Gentlemen: We have acted as special counsel to Solution Technology International, Inc. Ocean Power Corporation (the "CompanyCOMPANY"), ) in connection with the registration of ___________shares (the "SharesSHARES") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2S-___, as amended (the "Registration REGISTRATION Statement"), filed by the Company with the SEC on _________ ___, 20042001. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling StockholdersSELLING STOCKHOLDERS"). This opinion relates solely SOLELY to the Selling Shareholders listed on Exhibit EXHIBIT "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 20042001. We understand that the Selling Stockholders acquired acquired, or will acquire, the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ______________________________ may remove the restrictive legends contained on the Shares. This opinion relates solely SOLELY to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit EXHIBIT "A" hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, [COMPANY COUNSEL] KIRKPATRICK & LOCKHART LLP cc: Xx. Xxxeph Xxxxxx EXHIBIT "A" ----------- (LIST OF SELLING STOCKHOLDERS) NameNAME: NoNO. of SharesOF SHARES: ---------------------------------- ------------------------------------- --------------
Appears in 1 contract
Conversion Date. Amount to be converted: $------------------ $ ------------------------- Conversion Price: $------------------ $ ------------------------- Shares of Common Stock Issuable: ------------------- -------------------------- Amount of Debenture unconverted: $------------------ $ ------------------------- Amount of Interest Converted: $------------------ $ ------------------------- Conversion Price of Interest: $------------------ $ ------------------------- Shares of Common Stock Issuable: ------------------- -------------------------- Amount of Liquidated Damages: $------------------ $ ------------------------- Conversion Price of Liquidated Damages: $------------------ $ ------------------------- Shares of Common Stock Issuable: ------------------- -------------------------- Total Number of shares of Common Stock to be issued: ------------------- -------------------------- EXHIBIT I-1 Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- ------------------------------------ Authorized Signature: --------------------------------- ------------------------------------ Name: --------------------------------- ------------------------------------ Title: --------------------------------- ------------------------------------ Phone #: --------------------------------- ------------------------------------ Broker DTC Participant Code: --------------------------------- ------------------------------------ Account Number*: --------------------------------- ------------------------------------ * Note that receiving broker must initiate transaction on NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SystemSYSTEM. EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT _________, 2004 --------------- ------------------------------ --------------- Corporate Stock Transfer 3200 Cherry Creek Drive Denver, Colorado 80209 Attention: RECindy Hintxxx XX: SOLUTION TECHNOLOGY INTERNATIONAL, INCXXXX.XXX XXX. Ladies and GentlemenXxxxxx xxx Xxxxxxxxx: We are counsel to Solution Technology International, Inc.axx xxxxxxx xx Cyco.Nxx Xxx., a Delaware Nevada corporation (the "Company"), and have represented the represxxxxx xxe Company in connection with that certain Securities Purchase Agreement, dated as of June April __, 2004 (the "Securities Purchase Agreement"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "Buyer") pursuant to which the Company has agreed to sell to the Buyer a minimum of Six up to Five Hundred Thousand Dollars ($600,000500,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion Shares") of the Company's common stock, par value $.001 0.001 per share (the "Common Stock"), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June April __, 2004, with the Buyer (the "Investor Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2004, the Company filed a Registration Statement (File No. ___-_________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 ____ P.M. on __________, 2004 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] KIRKPATRICK & LOCKHART LLP By: -------------------------------------- --------------------------------- EXHIBIT II-2 EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ________________ 2004 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- Corporate Stock Transfer 3200 Cherry Creek Drive Denver, Colorado 80209 Attention: RECindy Hintxxx XX: SOLUTION TECHNOLOGY INTERNATIONAL, INCXXXX.XXX XXX. Ladies and GentlemenXxxxxx xxx Xxxxxxxxx: We have acted as special counsel xxxx xxxxx xx speciax xxxxxel to Solution Technology International, Cyco.Net Inc. (the "Company"), in connection with the registration of registraxxxx xx ___________shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Company with the SEC on _________ ___, 2004. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 2004. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ may remove the restrictive legends contained on the Shares. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, [COMPANY COUNSEL] KIRKPATRICK & LOCKHART LLP EXHIBIT XXX-0 EXHIBIT "A" (LIST OF SELLING STOCKHOLDERS) NameNAME: NoNO. of SharesOF SHARES: ---------------------------------- ---------------------------------------------------------------------- ---------------------------
Appears in 1 contract
Samples: Cyco Net Inc
Conversion Date. Amount to be converted: $------------------ $ ----------------------- Conversion Price: $------------------ $ ----------------------- Shares of Common Stock Issuable: ------------------- Amount of Debenture unconverted: $------------------ $ ----------------------- Amount of Interest Converted: $------------------ $ ----------------------- Conversion Price of Interest: $------------------ $ ----------------------- Shares of Common Stock Issuable: ------------------- Amount of Liquidated Damages: $------------------ $ ----------------------- Conversion Price of Liquidated Damages: $------------------ $ ----------------------- Shares of Common Stock Issuable: ------------------- ------------------------ Total Number of shares of Common Stock to be issued: ------------------- ------------------------ EXHIBIT I-1 Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- ------------------------ Authorized Signature: --------------------------------- ------------------------ Name: --------------------------------- ------------------------ Title: --------------------------------- ------------------------ Phone #: --------------------------------- ------------------------ Broker DTC Participant Code: --------------------------------- ------------------------ Account Number*: --------------------------------- ------------------------ * Note that receiving broker must initiate transaction on NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SystemSYSTEM. EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT _________, 2004 --------------- 2005 -------- ------------------------------ --------------- ------------------------------ ------------------------------ Attention: RE: SOLUTION TECHNOLOGY INTERNATIONALENCLAVES GROUP, INC. Ladies and Gentlemen: We are counsel to Solution Technology InternationalEnclaves Group, Inc., a Delaware corporation (the "CompanyCOMPANY"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of June __December 28, 2004 2005 (the "Securities Purchase AgreementSECURITIES PURCHASE AGREEMENT"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "BuyerBUYER") pursuant to which the Company has agreed to sell sold to the Buyer a minimum of Six Five Million and Five Hundred Thousand Dollars ($600,0005,500,000) in aggregate original principal amount of secured convertible debentures, which shall be are convertible into shares (the "Conversion SharesCONVERSION SHARES") of the Company's common stock, par value $.001 0.001 per share (the "Common StockCOMMON STOCK"), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a an Amended and Restated Registration Rights Agreement, dated as of June November __, 20042005, with the Buyer (the "Investor Registration Rights AgreementINVESTOR REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 ActACT"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _____November __, 20042005, the Company filed a Registration Statement (File No. ___-_________) (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 P.M. on __________, 2004 2005 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] By: -------------------------------------- ------------------------------ EXHIBIT II-2 EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION _________________ 2004 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- Attention: RE: SOLUTION TECHNOLOGY INTERNATIONAL, INC. Ladies and Gentlemen: We have acted as special counsel to Solution Technology International, Inc. (the "Company"), in connection with the registration of 2005 ___________shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Company with the SEC on _________ ___, 2004. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 2004. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ Transfer Co. [ADD ADDRESS]_________________ Attention: Compliance Department Re: Enclaves Group, Inc. -------------------- Ladies and Gentlemen: Enclaves Group, Inc., a Delaware corporation (the "Company"), has filed with the Securities and Exchange Commission a Registration Statement on Form S-_, file no. 333-_________ (the "Registration Statement"), which became effective under the Securities Act of 1933, as amended (the "Act"), on ______________, 2005. The Registration Statement and the related prospectus relates to up to ________________ shares of common stock, $0.001 par value, of the Company (the "Common Stock"), which may remove be sold by the restrictive legends contained stockholders listed on Exhibit A to this opinion (the Shares"Sellers"). This opinion relates solely Unless we advise you otherwise, upon your receipt of appropriate written representations from the broker-dealers acting for the Sellers to the effect that (i) the number of shares of Common Stock sold by them (limited to the number of Shares set forth listed opposite their respective names in Exhibit A attached hereto) have been sold pursuant to the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you specifically in connection with the issuance Registration Statement and (ii) they have delivered a copy of the SharesCompany's prospectus dated __________, 2005 to the purchasers of such shares of Common Stock, you may issue certificates representing such shares in the names of the transferees of the Sellers without legend regarding restrictions on transfer under the Act and solely for your information and benefitremove all stop transfer orders with respect to the sold shares with respect to restrictions on transfer under the Act. This letter may not be relied upon by you in any other connection, is for your benefit only with respect to the matters as set forth above and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereofother purpose. Very truly yours, [COMPANY COUNSEL] EXHIBIT "A" (LIST OF SELLING STOCKHOLDERS) Name: No. of Shares: ---------------------------------- --------------------------------------------------------------------------------------- ----------------------
Appears in 1 contract
Conversion Date. Applicable Conversion Price: -------------------------------- Signature: -------------------------------- Name: -------------------------------- Address: -------------------------------- Amount to be converted: $------------------ Conversion Price: $------------------ Shares of Common Stock Issuable: ------------------- ------------------------------- Amount of Debenture unconverted: $------------------ Amount of Interest Converted------------------------------- Conversion Price per share: $------------------ Conversion Price of Interest: $------------------ Shares of Common Stock Issuable: ------------------- Amount of Liquidated Damages: $------------------ Conversion Price of Liquidated Damages: $------------------ Shares of Common Stock Issuable: ------------------- Total ------------------------------- Number of shares of Common Stock to be issued: ------------------- EXHIBIT I-1 -------------------------------- Please issue the shares of Common Stock in the following name and to the following address: -------------------------------- Issue to: --------------------------------- -------------------------------- Authorized Signature: --------------------------------- -------------------------------- Name: --------------------------------- -------------------------------- Title: --------------------------------- -------------------------------- Phone #Number: --------------------------------- -------------------------------- Broker DTC Participant Code: --------------------------------- -------------------------------- Account Number*: --------------------------------- * Note that receiving broker must initiate transaction on DWAC System. EXHIBIT II -------------------------------- Exhibit 10-b Dated: February 7, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF AN EFFECTIVE REGISTRATION STATEMENT _________UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, 2004 --------------- ------------------------------ --------------- Attention: RE: SOLUTION TECHNOLOGY INTERNATIONALOR IN A TRANSACTION NOT SUBJECT TO, INCTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Ladies and Gentlemen: We are counsel to Solution Technology InternationalNo. HHF-3 $1,150,369 GREENSHIFT CORPORATION Secured Convertible Debenture Due February 8, Inc.2009 This Secured Convertible Debenture (the "Debenture") is issued by GREENSHIFT CORPORATION, a Delaware corporation (the "CompanyObligor"), and have represented to HIGHGATE HOUSE FUNDS, LTD. (the Company in connection with "Holder"), pursuant to that certain Securities Purchase Agreement, dated as of June __, 2004 Agreement (the "Securities Purchase Agreement"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "Buyer") pursuant to which the Company has agreed to sell to the Buyer a minimum of Six Hundred Thousand Dollars ($600,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion Shares") of the Company's common stock, par value $.001 per share (the "Common Stock"), in accordance with the terms of the Securities Purchase Agreementeven date herewith. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June __, 2004, with the Buyer (the "Investor Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the The Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2004, Transaction Documents (as defined herein) and the Company filed a Registration Statement (File No. ___-_________) (parties' respective obligations hereunder and thereunder shall not become effective until the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the sale majority of the Conversion Shares. In connection with Obligor's shareholders approve the foregoing, we advise you that a member issuance by the Obligor of the SEC's staff has advised us Convertible Debentures and the Obligor provides its shareholders with notice of said shareholder approval in compliance with all applicable rules and regulations. This Debenture shall be convertible by telephone that the SEC has entered an order declaring Holder at anytime after the Registration Statement effective Obligor is not registered as a Business Development Company under the 1933 Act at 5:00 P.M. on __________, 2004 and we have no knowledge, after telephonic inquiry of a member Section 54 of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] By: -------------------------------------- EXHIBIT II-2 EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ________________ 2004 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- Attention: RE: SOLUTION TECHNOLOGY INTERNATIONAL, INC. Ladies and Gentlemen: We have acted as special counsel to Solution Technology International, Inc. (the "Company"), in connection with the registration of ___________shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Investment Company with the SEC on _________ ___, 2004. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 2004. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 19331940, as amended. Information regarding FOR VALUE RECEIVED, the Shares Obligor hereby promises to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate pay to the issuance Holder or its successors and assigns the principal sum of $1,150,369, together with accrued but unpaid interest on or before February 8, 2009 (the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based "Maturity Date") on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ may remove the restrictive legends contained on the Shares. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, [COMPANY COUNSEL] EXHIBIT "A" (LIST OF SELLING STOCKHOLDERS) Name: No. of Shares: ---------------------------------- --------------------------------following terms:
Appears in 1 contract
Samples: Greenshift Corp
Conversion Date. Amount to be converted: $------------------ $ -------------------------- Conversion Price: $------------------ $ -------------------------- Shares of Common Stock Issuable: ------------------- -------------------------- Amount of Debenture unconverted: $------------------ $ -------------------------- Amount of Interest Converted: $------------------ $ -------------------------- Conversion Price of Interest: $------------------ $ -------------------------- Shares of Common Stock Issuable: ------------------- -------------------------- Amount of Liquidated Damages: $------------------ $ -------------------------- Conversion Price of Liquidated Damages: $------------------ $ -------------------------- Shares of Common Stock Issuable: ------------------- -------------------------- Total Number of shares of Common Stock to be issued: ------------------- -------------------------- EXHIBIT I-1 Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- -------------------------------------- Authorized Signature: --------------------------------- -------------------------------------- Name: --------------------------------- -------------------------------------- Title: --------------------------------- -------------------------------------- Phone #: --------------------------------- -------------------------------------- Broker DTC Participant Code: --------------------------------- -------------------------------------- Account Number*: --------------------------------- -------------------------------------- * Note that receiving broker must initiate transaction on DWAC System. EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT _________, 2004 --------------- ------------------------------ --------------- 2005 _________ Attention: RE: SOLUTION TECHNOLOGY INTERNATIONALSENSOR SYSTEM SOLUTIONS, INC. Ladies and Gentlemen: We are counsel to Solution Technology InternationalSensor System Solutions, Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of June December ___, 2004 2005 (the "Securities Purchase Agreement"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "BuyerBuyers") pursuant to which the Company has agreed to sell to the Buyer a minimum of Buyers up to Six Hundred Thousand Dollars ($600,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion Shares") of the Company's common stock, par value $.001 .01 per share (the "Common Stock"), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June __October 6, 20042005, with the Buyer Buyers (the "Investor Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 20042005, the Company filed a Registration Statement (File No. ___-_________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you the Transfer Agent that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 ____ P.M. on __________, 2004 2005 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] By: -------------------------------------- --------------------------------- EXHIBIT II-2 EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ________________ 2004 2005 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- AttentionWorldwide Stock Transfer, LLC 885 Queen Anne Road Teaneck, NJ 07000 Xxxxxxxxx: RE: SOLUTION TECHNOLOGY INTERNATIONALSENSOR SYSTEM SOLUTIONS, INC. Ladies and Gentlemen: We have acted as special counsel to Solution Technology InternationalSensor System Solutions, Inc. (the "Company"), in connection with the registration of ___________shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Company with the SEC on _________ ___, 20042005. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 20042005. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. EXHIBIT IV In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ Worldwide Stock Transfer, LLC may remove the restrictive legends contained on the Shares. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you Transfer Agent specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you Transfer Agent in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, [COMPANY COUNSEL] EXHIBIT IV TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF WARRANT EXERCISE NOTICE TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT SENSOR SYSTEM SOLUTIONS, INC. The undersigned holder hereby exercises the right to purchase ______________ of the shares of Common Stock par value $0.01 per share ("A" Warrant Shares") of Sensor System Solutions, Inc., a Nevada corporation (LIST OF SELLING STOCKHOLDERS) Name: Nothe "Company"), evidenced by the attached Warrant (the "Warrant"). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant. Specify Method of Shares: ---------------------------------- --------------------------------exercise by check mark:
Appears in 1 contract
Samples: Securities Purchase Agreement (Sensor System Solutions Inc)
Conversion Date. Amount to be converted: $------------------ $ -------------------------- Conversion Price: $------------------ $ -------------------------- Shares of Common Stock Issuable: ------------------- -------------------------- Amount of Debenture unconverted: $------------------ $ -------------------------- Amount of Interest Converted: $------------------ $ -------------------------- Conversion Price of Interest: $------------------ $ -------------------------- Shares of Common Stock Issuable: ------------------- -------------------------- Amount of Liquidated Damages: $------------------ $ -------------------------- Conversion Price of Liquidated Damages: $------------------ $ -------------------------- Shares of Common Stock Issuable: ------------------- -------------------------- Total Number of shares of Common Stock to be issued: ------------------- -------------------------- EXHIBIT I-1 Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- ---------------------------------------------- Authorized Signature: --------------------------------- ---------------------------------------------- Name: --------------------------------- ---------------------------------------------- Title: --------------------------------- Phone #: --------------------------------- ---------------------------------------------- Broker DTC Participant Code: --------------------------------- ---------------------------------------------- Account Number*: --------------------------------- ---------------------------------------------- * Note that receiving broker must initiate transaction on NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SystemSYSTEM. EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT _________, 2004 --------------- ------------------------------ --------------- Transfer Online, Inc. 000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxx 00000 Attention: Xxxxx Xxxxxxxx RE: SOLUTION TECHNOLOGY INTERNATIONAL, INC. UNITED COMPANIES CORPORATION Ladies and Gentlemen: We are counsel to Solution Technology International, Inc.United Companies Corporation, a Delaware Nevada corporation (the "Company"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of June __March 30, 2004 (the "Securities Purchase Agreement"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "Buyer") pursuant to which the Company has agreed to sell to the Buyer a minimum of Six up to Three Hundred Seventy-Five Thousand Dollars ($600,000375,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion Shares") of the Company's common stock, par value $.001 0.001 per share (the "Common Stock"), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June March __, 2004, with the Buyer (the "Investor Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 2004, the Company filed a Registration Statement (File No. ___-_________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 ____ P.M. on __________, 2004 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] XXXXXXXXXXX & XXXXXXXX LLP By: -------------------------------------- EXHIBIT II-2 EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ________________ 2004 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- Transfer Online, Inc. 000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxx 00000 Attention: Xxxxx Xxxxxxxx RE: SOLUTION TECHNOLOGY INTERNATIONAL, INC. UNITED COMPANIES CORPORATION Ladies and Gentlemen: We have acted as special counsel to Solution Technology International, Inc. United Companies Corporation (the "Company"), in connection with the registration of ___________shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Company with the SEC on _________ ___, 2004. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 2004. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ Transfer Online, Inc. may remove the restrictive legends contained on the Shares. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, [COMPANY COUNSEL] XXXXXXXXXXX & XXXXXXXX LLP EXHIBIT "A" (LIST OF SELLING STOCKHOLDERS) NameNAME: NoNO. of SharesOF SHARES: ---------------------------------- ------------------------------------------------------------------------------------- -----------------------
Appears in 1 contract
Samples: Securities Purchase Agreement (United Companies Corp)
Conversion Date. Amount to be converted: $------------------ $ ------------------------ Conversion Price: $------------------ $ ------------------------ Shares of Common Stock Issuable: ------------------- ------------------------- Amount of Debenture unconverted: $------------------ $ ------------------------ Amount of Interest Converted: $------------------ $ ------------------------ Conversion Price of Interest: $------------------ $ ------------------------ Shares of Common Stock Issuable: ------------------- ------------------------- Amount of Liquidated Damages: $------------------ $ ------------------------ Conversion Price of Liquidated Damages: $------------------ $ ------------------------ Shares of Common Stock Issuable: ------------------- ------------------------- Total Number of shares of Common Stock to be issued: ------------------- ------------------------- EXHIBIT I-1 Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- ------------------------- Authorized Signature: --------------------------------- ------------------------- Name: --------------------------------- ------------------------- Title: --------------------------------- ------------------------- Phone #: --------------------------------- ------------------------- Broker DTC Participant Code: --------------------------------- ------------------------- Account Number*: --------------------------------- ------------------------- * Note that receiving broker must initiate transaction on DWAC System. EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT _________, 2004 --------------- ------------------------------ --------------- Attention2005 Securities Transfer Corporation 2591 Dallas Parkway Fxxxxx, Xxxxx 00000 Xxxxxxxxx: Xxxxxx Xohnson RE: SOLUTION TECHNOLOGY INTERNATIONALXXXXXXXXX XXXDINGS, INC. Ladies and Gentlemen: We are counsel to Solution Technology InternationalNetFabric Holdings, Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of June __July 5, 2004 2005 (the "Securities Purchase Agreement"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "BuyerBuyers") pursuant to which the Company has agreed to sell to the Buyer a minimum of Six Hundred Thousand Buyers up to One Million Dollars ($600,0001,000,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion Shares") of the Company's common stock, par value $.001 0.001 per share (the "Common Stock"), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a an Investor Registration Rights Agreement, dated as of June __July 5, 20042005, with the Buyer Buyers (the "Investor Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______ ____, 20042005, the Company filed a Registration Statement (File No. ___-_________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you the Transfer Agent that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 ____ P.M. on __________, 2004 2005 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] By: -------------------------------------- ------------------------------------- EXHIBIT II-2 EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ________________ 2004 2005 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- AttentionSecurities Transfer Corporation 2591 Dallas Parkway Fxxxxx, Xxxxx 00000 Xxxxxxxxx: REXxxxxx Xohnson XX: SOLUTION TECHNOLOGY INTERNATIONALXXXXXXXIC HOLDINGS, INC. Ladies and Gentlemen: We have acted as special counsel to Solution Technology InternationalNetFabric Holdings, Inc. (the "Company"), in connection with the registration of ___________shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Company with the SEC on _________ ___, 20042005. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 20042005. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ Securities Transfer Corp. may remove the restrictive legends contained on the Shares. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you Securities Transfer Corp. specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you Securities Transfer Corp. in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, [COMPANY COUNSEL] EXHIBIT III-2 EXHIBIT "A" (LIST OF SELLING STOCKHOLDERS) Name: No. of Shares: ---------------------------------- --------------------------------------------------------------------------------- -------------------------
Appears in 1 contract
Samples: Securities Purchase Agreement (Netfabric Holdings, Inc)
Conversion Date. Amount to be converted: $------------------ $ -------------------------- Conversion Price: $------------------ $ -------------------------- Shares of Common Stock Issuable: ------------------- -------------------------- Amount of Debenture unconverted: $------------------ $ -------------------------- Amount of Interest Converted: $------------------ $ -------------------------- Conversion Price of Interest: $------------------ $ -------------------------- Shares of Common Stock Issuable: ------------------- -------------------------- Amount of Liquidated Damages: $------------------ $ -------------------------- Conversion Price of Liquidated Damages: $------------------ $ -------------------------- Shares of Common Stock Issuable: ------------------- -------------------------- Total Number of shares of Common Stock to be issued: ------------------- -------------------------- EXHIBIT I-1 Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- -------------------------- Authorized Signature: --------------------------------- -------------------------- Name: --------------------------------- -------------------------- Title: --------------------------------- -------------------------- Phone #: --------------------------------- -------------------------- Broker DTC Participant Code: --------------------------------- -------------------------- Account Number*: --------------------------------- -------------------------- * Note that receiving broker must initiate transaction on NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SystemSYSTEM. EXHIBIT I-2 EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT _________, 2004 --------------- ------------------------------ --------------- 2005 _________ Attention: RE: SOLUTION TECHNOLOGY INTERNATIONALXSUNX, INC. Ladies and Gentlemen: We are counsel to Solution Technology InternationalXsunX, Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of June July __, 2004 2005 (the "Securities Purchase Agreement"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "BuyerBuyers") pursuant to which the Company has agreed to sell to the Buyer a minimum of Six Buyers up to Eight Hundred Fifty Thousand Dollars ($600,000850,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion Shares") of the Company's common stock, no par value $.001 per share (the "Common Stock"), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June ___, 20042005, with the Buyer Buyers (the "Investor Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 20042005, the Company filed a Registration Statement (File No. ___-_________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you the Transfer Agent that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 ____ P.M. on __________, 2004 2005 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer Buyers has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] By: -------------------------------------- ------------------------------------ EXHIBIT II-2 EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ________________ 2004 _, 2005 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- ________________ Attention: RE: SOLUTION TECHNOLOGY INTERNATIONALXSUNX, INC. Ladies and Gentlemen: We have acted as special counsel to Solution Technology InternationalXsunX, Inc. (the "Company"), in connection with the registration of ___________shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Company with the SEC on _________ ___, 20042005. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 20042005. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ may remove the restrictive legends contained on the Shares. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you Transfer Agent specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you Transfer Agent in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, [COMPANY COUNSEL] EXHIBIT IV TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF WARRANT EXERCISE NOTICE TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT XSUNX, INC. The undersigned holder hereby exercises the right to purchase ______________ of the shares of Common Stock ("A" Warrant Shares") of XsunX, Inc., a Colorado corporation (LIST OF SELLING STOCKHOLDERS) Name: Nothe "Company"), evidenced by the attached Warrant (the "Warrant"). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant. Specify Method of Shares: ---------------------------------- --------------------------------exercise by check mark:
Appears in 1 contract
Samples: Xsunx Inc
Conversion Date. Amount to be converted: $------------------ Conversion Price: $------------------ Shares of Common Stock Issuable: ------------------- $ --------------------------------- Amount of Debenture unconverted: $------------------ Amount of Interest Converted$ --------------------------------- Please confirm the following information: $------------------ Conversion Price of Interestper share: $------------------ Shares of Common Stock Issuable: ------------------- Amount of Liquidated Damages: $------------------ Conversion Price of Liquidated Damages: $------------------ Shares of Common Stock Issuable: ------------------- Total $ --------------------------------- Number of shares of Common Stock to be issued: ------------------- EXHIBIT I-1 --------------------------------- Please issue the shares of Common Stock in the following name and to the following address: Issue to: --------------------------------- ------------------------------------------------ Authorized Signature: --------------------------------- ------------------------------------------------ Name: --------------------------------- ------------------------------------------------ Title: --------------------------------- ------------------------------------------------ Phone #: --------------------------------- ------------------------------------------------ Broker DTC Participant Code: --------------------------------- ------------------------------------------------ Account Number*: --------------------------------- ------------------------------------------------ * Note that receiving broker must initiate transaction on NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SystemSYSTEM. EXHIBIT II ---------- TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS ------------------------------ FORM OF NOTICE OF EFFECTIVENESS ------------------------------- OF REGISTRATION STATEMENT _______------------------------- November __, 2004 --------------- ------------------------------ --------------- Attention2002 American Stock Transfer & Trust Company 6201 Fifteenth Avenue Brooklyn, Nex Xxxx 00000 XX: RE: SOLUTION TECHNOLOGY INTERNATIONALXXXXXXXX XXXXXXXXXXXXXX XXXXNOLOGIES, INC. Ladies and Gentlemen: We are counsel to Solution Technology InternationalAdvanced Communications Technologies, Inc., a Delaware Florida corporation (the "CompanyCOMPANY"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of June November ___, 2004 2002 (the "Securities Purchase AgreementSECURITIES PURCHASE AGREEMENT"), entered into by and among the Company and the Buyers set forth on Schedule I attached thereto (collectively the "BuyerBUYER") pursuant to which the Company has agreed to sell to the Buyer a minimum of Six up to Two Hundred Fifty Thousand Dollars ($600,000250,000) of secured convertible debentures, which shall be convertible into shares (the "Conversion SharesCONVERSION SHARES") of the Company's common stock, no par value $.001 per share (the "Common StockCOMMON STOCK"), in accordance with the terms of the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of June November ___, 20042002, with the Buyer (the "Investor Registration Rights AgreementINVESTOR REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company agreed, among other things, to register the Conversion Shares under the Securities Act of 1933, as amended (the "1933 ActACT"). In connection with the Company's obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______, 20042003, the Company filed a Registration Statement (File No. ___-_________) (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the sale of the Conversion Shares. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at 5:00 P.M. on __________, 2004 2003 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [COMPANY COUNSEL] KIRKPATRICK & LOCKHART LLP By: -------------------------------------- EXHIBIT II-2 ------------------------------ EXHIBIT III ----------- TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS ------------------------------ FORM OF OPINION ____--------------- ____________ 2004 ___, 2002 VIA FACSIMILE AND REGULAR MAIL ----------------- ---------------------------------- ----------------- Attention------------------------------ American Stock Transfer & Trust Company 6201 Fifteenth Avenue Brooklyn, Nex Xxxx 00000 Xx: RE: SOLUTION TECHNOLOGY INTERNATIONALXXXXXXXX XXXXXXXXXXXXXX XXCHNOLOGIES, INC. Ladies and Gentlemen: We have acted as special counsel to Solution Technology InternationalAdvanced Communications Technologies, Inc. (the "CompanyCOMPANY"), in connection with the registration of ___________shares (the "SharesSHARES") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration StatementREGISTRATION STATEMENT"), filed by the Company with the SEC on _________ ___, 20042003. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling StockholdersSELLING STOCKHOLDERS"). This opinion relates solely to the Selling Shareholders listed on Exhibit EXHIBIT "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 20042003. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ____________ American Stock Transfer & Trust Company may remove the restrictive legends contained on the Shares. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit EXHIBIT "A" hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, [COMPANY COUNSEL] KIRKPATRICK & LOCKHART LLP EXHIBIT "A" ----------- (LIST OF SELLING STOCKHOLDERS) Name: No. of Shares: ---------------------------------- --------------------------------------------------------------
Appears in 1 contract
Samples: Securities Purchase Agreement (Advanced Communications Technologies Inc)
