ESCROW AGREEMENTEscrow Agreement • July 26th, 2013 • Paulson Capital Corp • Security brokers, dealers & flotation companies • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of [___], 2013, by and among Paulson Capital Corp., an Oregon corporation (“Paulson”) and Sichenzia Ross Friedman Ference LLP, with an address at 61 Broadway, New York, New York 10006 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in that certain form of Subscription Agreement, annexed hereto as Schedule I, as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Subscription Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 26th, 2013 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Indemnification Agreement, dated as of July ___, 2013 ("Agreement"), is executed by Paulson Investment Company, Inc. ("PIC" or the "Indemnitor"), in favor of Paulson Capital Corp. ("PCC"), the parent of PIC, and the investor(s) countersigning this Agreement (including all successors, transferees, and assigns of such investor) (collectively, the "Investor(s)").
SUBSCRIPTION AGREEMENTSubscription Agreement • July 26th, 2013 • Paulson Capital Corp • Security brokers, dealers & flotation companies • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Paulson Capital Corp., an Oregon corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of up to Five Million Two Hundred and Fifty Thousand Dollars ($5,250,000) (the “Purchase Price”) of its units (“Units”).
PAULSON CAPITAL CORP.Paulson Capital Corp • July 26th, 2013 • Security brokers, dealers & flotation companies
In connection with the Subscription Agreement dated as of July [__], 2013 (the "Agreement") by and between Paulson Capital Corp. (the "Company") and you, as lead investor (the "Lead Investor"), you (along with any other additional investors) agreed to purchase a unit of the Company's securities (the "Unit") for an aggregate purchase price of $5,250,000 per Unit (the "Offering"). The closing of the Offering is contemplated to occur upon satisfaction of the conditions thereto contained in that certain escrow agreement entered into between the parties as contemplated by the Agreement (the "Escrow Closing"). Subsequent to the closing of the Offering, it is contemplated that the Company will consummate one or more acquisitions in which it may issue additional securities as payment therefor, the issuance of which will have a dilutive effect on the shareholders of the Company. The Company and the Lead Investor hereby agree that the Company's shareholders as of the record date for the Company'
