ESCROW AGREEMENT (PUBLIC OFFERING)Escrow Agreement • September 28th, 2017 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation • New York
AGREEMENT made this day of September 2017 by and among Imperial Garden & Resort, Inc. (the "Issuer") and the Placement Agent whose names and addresses appear on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 17 Battery Place, 8the Floor, New York, New York 10004. (The “Escrow Agent”).
ContractSelling Agency Agreement • September 28th, 2017 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) NETWORK 1 FINANCIAL SECURITIES, INC., OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF NETWORK 1 FINANCIAL SECURITIES, INC., OR OF ANY SUCH SELLING AGENTS OR SELECTED DEALER.
SELLING AGENCY AGREEMENTSelling Agency Agreement • September 28th, 2017 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation • New York
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • September 28th, 2017 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation
This subscription (this “Subscription”) is dated , 2017, by and between the investor identified on the signature page hereto (the “Investor”) and Imperial Garden & Resort, Inc., a British Virgin Islands company (the “Company”), whereby the parties agree as follows:
