0001002014-15-000164 Sample Contracts

Contract
HDS International Corp. • April 15th, 2015 • Services-computer processing & data preparation • Arizona

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

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STOCK CONVERSION AND SUBSCRIPTION AGREEMENT HDS INTERNATIONAL CORP.
Stock Conversion and Subscription Agreement • April 15th, 2015 • HDS International Corp. • Services-computer processing & data preparation • Nevada

This Stock Conversion and Subscription Agreement (the "Agreement") is made and entered into as of this _____ day of April, 2015, by and between HDS International Corp., a Nevada corporation (the "Company") and Hillwinds Ocean Energy, LLC, a Connecticut limited liability company ("HOEL"). Each HOEL and the Company shall be referred to herein as a "Party", and collectively, the "Parties".

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 15th, 2015 • HDS International Corp. • Services-computer processing & data preparation

This Note Purchase Agreement (the "Agreement") is made as of April 1, 2015 by and between HDS International Corp. a Nevada corporation with principal offices at 9272 Olive Blvd, St Louis, MO 63132 (the "Company") and Iconic Holdings, LLC, a Delaware LLC with principal offices at 7200 Wisconsin Ave, Suite 206, Bethesda, MD 20814 (the "Purchaser"). As used herein, the term "Parties" shall be used to refer to the Company and Purchaser jointly.

INVESTMENT AGREEMENT
Investment Agreement • April 15th, 2015 • HDS International Corp. • Services-computer processing & data preparation • Nevada

This INVESTMENT AGREEMENT (the "Agreement"), dated as of April 2, 2015 (the "Execution Date"), is entered into by and between HDS International Corp. (the "Company"), a Nevada corporation, with its principal executive offices at 9272 Olive Blvd, St Louis, MO 63132, and Iconic Holdings, LLC (the "Investor"), a Delaware limited liability company, with its principal executive offices at 7200 Wisconsin Ave, Suite 206, Bethesda, MD 20814.

10% CONVERTIBLE PROMISSORY NOTE
HDS International Corp. • April 15th, 2015 • Services-computer processing & data preparation • California

This Note is a duly authorized Convertible Promissory Note of HDS International Corp. a corporation duly organized and existing under the laws of the State of Nevada (the "Company"), designated as the Company's 10% Convertible Promissory Note due April 1, 2016 ("Maturity Date") in the principal amount of $600,000 (the "Note").

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 15th, 2015 • HDS International Corp. • Services-computer processing & data preparation

This NOTE PURCHASE AGREEMENT (this "Agreement") dated as of March 31, 2015 is made by and between Jabro Funding Corp., a New York corporation with principal address at 1 Cedar Lane, Glen Cove, NY 11542 (the "Seller"), and Iconic Holdings, LLC, a Delaware limited liability company with principal address at 7200 Wisconsin Ave., Suite 206, Bethesda, MD 20814 (the "Buyer"). As used herein, the term "Parties" shall be used to refer to the Seller and Buyer jointly.

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