Private Placement Memorandum Sample Contracts

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Mcig Inc – McIg, INC CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM July 1, 2017 2831 St. Rose Parkway, Suite 200 Henderson, NV 89053 Tel: (310) 402-6937 Fax: (321) 421-6616 (October 25th, 2017)

This Confidential Private Placement Memorandum (the "Memorandum") has been prepared by the Company and is being furnished solely for the confidential use of accredited and institutional investors to assist them in evaluating a possible investment in the Company. The contents of the Memorandum are the sole responsibility of the Company. This memorandum was prepared to assist prospective investors in their review of the offering. However, investors must rely on their own examination of the Company and the terms of the offering, including the merits and risk involved. Prospective investors are urged to seek the advice of qualified professionals, including tax advisors and legal counsel, before making an investment decision.

Medovex – Supplement #1 to Medovex Corp. Confidential Private Placement Memorandum Dated March 22, 2016 the Date of This Supplement Is April 18, 2016 (May 5th, 2016)

This Supplement #1 to Confidential Private Placement Memorandum (the "Supplement") supplements the Confidential Private Placement Memorandum of Medovex Corp. dated as of March 22, 2016, ("PPM"). The purpose of this Supplement is to supplement certain disclosures in the PPM, as more fully described below.

Relmada Therapeutics, Inc. – Date and Fill in the Number of Units (The "Units"), With Each Unit Consisting of Sixty Six Thousand Six Hundred Sixty Six (66,666) Shares of Common Stock of Camp Nine, Inc. ("Common Stock") and Two Investor Warrants as Follows: (I) an "A" Warrant to Purchase Sixty Six Thousand Six Hundred Sixty Six (66,666) Shares of Common Stock, Exercisable at a Price of $1.50 Per Share for a Period of One Hundred and Twenty (120) Days From the Date of the Final Closing of the Offering (The "A Warrant"), and (Ii) a "B" Warrant to Purchase Thirty Three Thousand Thirty Three (33,333) Shares of Common Stock, Ex (June 16th, 2014)
Dala Petroleum Corp. – Contract (June 3rd, 2014)

THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE MEMORANDUM) IS NOT TO BE SHOWN OR GIVEN TO ANY PERSON OTHER THAN THE PERSON WHOSE NAME APPEARS HEREON AND IS NOT TO BE PRINTED OR REPRODUCED IN ANY MANNER WHATSOEVER. FAILURE TO COMPLY WITH THIS DIRECTIVE CAN RESULT IN A VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). ANY FURTHER DISTRIBUTION OR REPRODUCTION OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS BY AN OFFEREE IS UNAUTHORIZED.

American Brewing Company, Inc. – Confidential Private Placement Memorandum American Brewing Company, Inc. A Washington Corporation 2,000,000 Shares of Common Stock at $0.50 Per Share Minimum Offering Amount: None Maximum Offering Amount: $1,000,000 (2,000,000 Shares) Minimum Purchase: $10,000 (20,000 Shares) (February 3rd, 2014)

American Brewing Company ("We," "Us," "Our," "the Company" or "American Brewing") hereby offers two million shares of Common Stock (the "Common Stock" or the "Shares" herein) at a price of $0.50 per share. The minimum purchase amount is $10,000 (20,000 Shares). The maximum purchase amount is $1,000,000 (2,000,000 Shares) (the "Offering").

Graymark Productions – CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM Foundation Health Enterprises LLC Delaware Limited Liability Company (The Company) Offering of Up to Class B Units at $105,000.00 Per Unit (November 20th, 2013)

This is a summary of the principal terms under which Class B Units shall be offered. This Summary and the entire Memorandum is qualified in its entirety by the information and terms contained in the Companys Operating Agreement (the Operating Agreement) a copy of which is attached as Exhibit A hereto. Investors are encouraged to carefully review the Operating Agreement, which contains all of the designations, terms, conditions, rights and privileges of the Class B Units of the Company, including rights and obligations relating to management, fees, distributions, indemnification, and other matters. The Operating Agreement is incorporated herein in its entirety by reference and shall be controlling over anything contained in this Summary and Memorandum in the event of any conflict between the actual terms of the Operating Agreement and anything to the contrary contained herein.

Legal Life Plans, Inc. – Private Placement Memorandum (February 11th, 2013)

This updated Private Placement Memorandum (this "Memorandum") relates to the private offering (the "Offering") of shares ("Shares") of Common Stock of LEGAL LIFE PLANS, INC. ("Legal Life Plans" or the "Company"), a Delaware corporation.

First National Corp/VA – STANDBY PURCHASE AGREEMENT IN THE EVENT YOU DECIDE NOT TO MAKE a STANDBY COMMITMENT TO PURCHASE SECURITIES IN THIS OFFERING, PLEASE RETURN THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (TOGETHER WITH ALL AMENDMENTS THEREOF AND SUPPLEMENTS THERETO) AND THIS STANDBY PURCHASE AGREEMENT TO: First National Corporation (May 8th, 2012)

This STANDBY PURCHASE AGREEMENT (this "Agreement") is by and among the undersigned purchaser (the "Standby Purchaser ") and First National Corporation (the "Company").

Comp Services, Inc. Private Placement Memorandum Confidential (March 14th, 2012)

This memorandum contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in such forward-looking statements. Factors that might cause differences include, but are not limited to, those discussed in "risk factors."

Detectek Inc – Private Placement Memorandum (December 15th, 2011)

The Offering as set forth in the Private Placement Memorandum has not been registered with the Securities and Exchange Commission or with any state securities commission and is offered under Regulation D thereof, or other applicable exemptions, relating to limited offerings.

Boxceipts.com, Inc. – Private Placement Memorandum (December 1st, 2011)

The Offering as set forth in the Private Placement Memorandum has not been registered with the Securities and Exchange Commission or with any state securities commission and is offered under Regulation D thereof, or other applicable exemptions, relating to limited offerings.

Assist the Company in Preparing a Private Placement Memorandum (The "Memorandum") Describing the Company and the Securities; (June 28th, 2011)

Further, the Company will pay Oppenheimer the Transaction Fee, if within 12 months from the termination of this Agreement, the Company reaches an agreement in principle for the sale of the Securities to any Investors which Oppenheimer previously solicited or sought to solicit on its behalf, or which contacted the Company in connection with a Transaction. Upon the Company's request, at the termination of this Agreement, Oppenheimer will supply the Company with a list of Investors which Oppenheimer has solicited or sought to solicit on its behalf.

Assist the Company in Preparing a Private Placement Memorandum (The "Memorandum") Describing the Company and the Securities; (June 24th, 2011)

Further, the Company will pay Oppenheimer the Transaction Fee, if within 12 months from the termination of this Agreement, the Company reaches an agreement in principle for the sale of the Securities to any Investors which Oppenheimer previously solicited or sought to solicit on its behalf, or which contacted the Company in connection with a Transaction. Upon the Company's request, at the termination of this Agreement, Oppenheimer will supply the Company with a list of Investors which Oppenheimer has solicited or sought to solicit on its behalf.

Hygea Holdings Corp. – Via Federal Express Tim Betts, CEO Piper Acquisition II, Inc. 2901 W. Coast Highway, 3rd Floor Newport Beach, California 92663 Re: Private Placement Memorandum Dated November 16, 2009 Dear Mr. Betts: (May 16th, 2011)

This letter is to acknowledge that the undersigned has invested the Original Subscription Amount (as defined below) in Piper Acquisition II, Inc. (the "Company") pursuant to the Private Placement Memorandum (the "PPM") dated November 16, 2009 and the related Subscription Agreement (collectively, the "Subscription Documents"). Pursuant to the Subscription Documents, the undersigned received a 10% Convertible Note in the Original Subscription Amount (the "Note") and a common stock purchase warrant to acquire shares of common stock of the Company (the "Warrant").

Managed Futures Premier BHM L.P. – BHM DISCRETIONARY FUTURES FUND L.P. SUBSCRIPTION/EXCHANGE AGREEMENT Confidential Private Placement Memorandum and Disclosure Document Dated September 1, 2010 (February 25th, 2011)

This Subscription/Exchange Agreement must be received by the General Partner no later than 3 business days prior to calendar month end to be included in the current close. Enter Subscription/Exchange orders before sending Agreement to the below address. Client(s) signature MUST be original therefore can not be faxed or scanned to the General Partner. Account will be debited upon receipt of this Agreement by the General Partner.

MJ Holdings, Inc. – Confidential Private Placement Memorandum Securitas Edgar Filings, Inc. (June 28th, 2010)

This summary highlights information contained elsewhere in this memorandum but might not contain all of the information that is important to you. Before investing in our common stock, you should read the entire memorandum carefully, including the Risk Factors section and our historical financial statements and the notes thereto attached as part of this memorandum.

Spare Backup, Inc. – Memorandum No: ____________ SPARE BACKUP INC., PRIVATE PLACEMENT MEMORANDUM (May 24th, 2010)

Investors have the right, prior to the sale of the Securities offered herein, to be given reasonable access to the books and records of the Company, any material agreements and documents relating to the proposed transaction and an opportunity to question the appropriate executive officers of the Company. Requests for information may be directed to:

Diamondhead Casino – DIAMONDHEAD CASINO CORPORATION SUPPLEMENT NO. 1 TO OFFERING DOCUMENTS AND PRIVATE PLACEMENT MEMORANDUM OF DIAMONDHEAD CASINO CORPORATION DATED MARCH 1, 2010 IN CONNECTION WITH OFFERING OF UNITS Offering of Units Consisting of Unsecured Convertible Promissory Note and Warrant Offering Price: $25,000 Per Unit Minimum Offering: $250,000 Maximum Offering: $750,000 MARCH 23, 2010 (March 30th, 2010)

This Supplement No. 1 (the Supplement) is for review by the recipient only. The recipient, by accepting delivery of the Supplement, agrees to return the Supplement, the accompanying Confidential Offering Documents of Diamondhead Casino Corporation (the Company), the Private Placement Memorandum dated March 1, 2010, including all exhibits and annexes thereto (collectively referred to herein as the Offering Documents) and all other documents, if any, provided in connection with the offering to the Company if the recipient does not undertake to purchase any of the securities offered hereby. This Supplement is furnished for the sole use of the recipient and for the sole purpose of providing information regarding the offer and sale of our securities. We have not authorized any other use of this information. Any distribution of this Supplement to a person other than the intended recipient is unauthorized and any reproduction of this Supplement or the divulgence of any of its contents, withou

SUBSCRIPTION AND PURCHASE AGREEMENT (Series B Noncumulative Convertible Perpetual Preferred Stock) Macatawa Bank Corporation (July 2nd, 2009)

Re: Series B Noncumulative Convertible Perpetual Preferred Stock - If you wish to subscribe, please sign and return this Subscription Agreement and the attached Accredited Investor Questionnaire

SUBSCRIPTION AND PURCHASE AGREEMENT (SUBORDINATED NOTES) Macatawa Bank Corporation (July 2nd, 2009)
American Bio Medica Corp. – Form of Private Placement Memorandum (May 5th, 2009)

These subordinated convertible debentures ("Debentures") are being offered by American Bio Medica Corporation (the "Company") in denominations of $500, or integral multiples thereof, with a minimum subscription of $10,000 and integral multiples of $500 in excess of $10,000. Holders of Debentures due 2012 (the "Series A Debentures") may convert their Debentures into shares of our common stock at a conversion rate of 666.67 shares per $500 principal amount of Debentures (representing a conversion price of approximately $0.75 per share); the conversion price for the Debentures due four years from issuance (the "Series B Debentures") will be established by the Company if, as and when the Series B Debentures are offered for sale. The right of conversion may be exercised at any time after the earlier of (a) one hundred twenty (120) days after the date hereof or (b) the effective date of a registration statement filed by the Company with respect to the Debentures. Each Debenture bears an inte

Global Gold – Confidential Private Placement Memorandum Global Gold Corporation (April 15th, 2009)
American Bio Medica Corp. – Form of Private Placement Memorandum (April 15th, 2009)

These subordinated convertible debentures ("Debentures") are being offered by American Bio Medica Corporation (the "Company") in denominations of $500, or integral multiples thereof, with a minimum subscription of $10,000 and integral multiples of $500 in excess of $10,000. Holders of Debentures due 2012 (the "Series A Debentures") may convert their Debentures into shares of our common stock at a conversion rate of 666.67 shares per $500 principal amount of Debentures (representing a conversion price of approximately $0.75 per share); the conversion price for the Debentures due four years from issuance (the "Series B Debentures") will be established by the Company if, as and when the Series B Debentures are offered for sale. The right of conversion may be exercised at any time after the earlier of (a) one hundred twenty (120) days after the date hereof or (b) the effective date of a registration statement filed by the Company with respect to the Debentures. Each Debenture bears an inte

Severn Bancorp Inc – The Units (And Underlying Securities) Which Are the Subject of This Subscription Agreement Have Not Been Registered Under the Securities Act of 1933, as Amended, or Any State Securities Laws. The Units (And Underlying Securities) Acquired by Investors May Not Be Sold or Offered for Sale in the Absence of an Effective Registration Statement Under the Securities Act of 1933, as Amended, and Such State Laws as May Be Applicable, or Delivery to the Company of an Opinion of Counsel Satisfactory to the Company That Such Registration Is Not Required. An Investment in the Units Is Subject to Certain R (November 18th, 2008)

This Subscription Agreement, the Confidential Private Placement Memorandum and the Exhibits attached thereto are highly confidential. This Subscription Agreement does not constitute an offer to any person other than the subscriber named below or to the public generally to subscribe for or otherwise acquire any Units. No one is permitted to distribute this Subscription Agreement, the Confidential Private Placement Memorandum and the Exhibits attached thereto to any person other than the subscriber and those persons, if any, retained to advise such subscriber, and any disclosure of any of the contents hereof without our prior written consent is prohibited. Each prospective purchaser, by accepting delivery of this Subscription Agreement, the Confidential Private Placement Memorandum and the Exhibits attached thereto, agrees to the foregoing and to make no photocopies of this Subscription Agreement or the Confidential Private Placement Memorandum and the Exhibits attached thereto or any

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM TECHNICAL INDUSTRIES & ENERGY, CORP. Maximum of 100,000 Shares of Common Stock Offering Price: $1.00 Per Share (August 5th, 2008)

This memorandum contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in such forward-looking statements. Factors that might cause differences include, but are not limited to, those discussed in "risk factors."

Deep Down Inc. – Supplement 1 to Confidential Private Placement Memorandum (July 21st, 2008)

THIS SUPPLEMENT 1 TO CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM MAY NOT BE SHOWN OR GIVEN TO ANY PERSON OTHER THAN THE PERSON WHOSE NAME APPEARS ABOVE AND MAY NOT BE PRINTED OR REPRODUCED IN ANY MANNER WHATSOEVER. FAILURE TO COMPLY WITH THIS DIRECTIVE CAN RESULT IN A VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, INCLUDING REGULATION FD. ANY FURTHER DISTRIBUTION OR REPRODUCTION OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, IN WHOLE OR IN PART, OR THE DISCLOSURE OF ANY OF ITS CONTENTS BY AN OFFEREE IS UNAUTHORIZED.

Deep Down Inc. – Supplement 1 to Confidential Private Placement Memorandum (June 9th, 2008)

THIS SUPPLEMENT 1 TO CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM MAY NOT BE SHOWN OR GIVEN TO ANY PERSON OTHER THAN THE PERSON WHOSE NAME APPEARS ABOVE AND MAY NOT BE PRINTED OR REPRODUCED IN ANY MANNER WHATSOEVER. FAILURE TO COMPLY WITH THIS DIRECTIVE CAN RESULT IN A VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, INCLUDING REGULATION FD. ANY FURTHER DISTRIBUTION OR REPRODUCTION OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, IN WHOLE OR IN PART, OR THE DISCLOSURE OF ANY OF ITS CONTENTS BY AN OFFEREE IS UNAUTHORIZED.

Deep Down Inc. – Supplement 1 to Confidential Private Placement Memorandum (June 9th, 2008)

THIS SUPPLEMENT 1 TO CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM MAY NOT BE SHOWN OR GIVEN TO ANY PERSON OTHER THAN THE PERSON WHOSE NAME APPEARS ABOVE AND MAY NOT BE PRINTED OR REPRODUCED IN ANY MANNER WHATSOEVER. FAILURE TO COMPLY WITH THIS DIRECTIVE CAN RESULT IN A VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, INCLUDING REGULATION FD. ANY FURTHER DISTRIBUTION OR REPRODUCTION OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, IN WHOLE OR IN PART, OR THE DISCLOSURE OF ANY OF ITS CONTENTS BY AN OFFEREE IS UNAUTHORIZED.

Revolutionary Concepts – Selection of and Engaging Experienced Securities Counsel to Clearing the 504 or 506 Exemption Under Regulation D, Including Preparation of a Suitable Private Placement Memorandum (PPM), Subscription Agreements, Accredited Investor Questionnaires, Along With Required Forms and Filings With the Securities & Exchange Commission and State Regulatory Officials; Assisting With the Planning and Structure of the Private Placement Memorandum Selection of and Engaging Experienced Counsel to Assist With Corporate Actions Establishing an Appropriate Capitalization, Including Preparation of Amendments, Boa (May 23rd, 2008)
Fusion Telecommunications International, Inc. – Supplement No. 1 to Confidential Private Placement Memorandum Dated October 2007 (May 15th, 2008)

The Confidential Private Placement Memorandum of Fusion Telecommunications International, Inc. (the "Company") dated October, 2007 (the "Memorandum") is supplemented as hereinafter set forth. Defined terms in this Supplement have the meanings ascribed to them in the Memorandum.

Xyz88888888888888888 – www.enterconnect.com November 16, 2007 CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (December 7th, 2007)

IT IS UNLAWFUL FOR THE HOLDER OF ANY SECURITY TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

China Gateway CORP – Form of Subscription Documents and Instructions Instructions (August 14th, 2007)

The following documents must be completed in accordance with the instructions set forth below and must be executed in order to determine whether you are an accredited investor and, if accredited, in order to subscribe for the purchase of Units of the publicly-traded company (the "Company") which will acquire by merger (the "Merger") all of the issued and outstanding capital stock and the business of G8Wave, Inc. ("G8Wave"). Each Unit shall consist of 16,666 shares of the Company's Common Stock (the "Common Stock" or the "Shares") and a warrant to purchase 8,333 shares of Common Stock (a "Warrant"). Each Warrant shall be exercisable for one share of Common Stock at a price of $2.25 per share for 48 months after the closing of the Merger (the "Closing").

Transnational Automotive Group, Inc. – TRANSNATIONAL AUTOMOTIVE GROUP, INC. (Formerly Apache Motor, Corp.) CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (July 5th, 2007)

This Private Placement Memorandum (the Memorandum) describes an offering (the Offering) of up to 10,000,000 Units at $0.50 per Unit by Transnational Automotive Group, Inc. (the "Company"). Each Unit is comprised of one share of Common Stock and a Warrant. Each Warrant may be exercised to purchase an additional share of Common Stock within five years from date of purchase at $1.50 per share.

American Jianye Greentech Holdings, Ltd. – Confidential Private Placement Memorandum Gateway Certifications, Inc. (June 29th, 2007)

This summary highlights information contained elsewhere in this memorandum but might not contain all of the information that is important to you. Before investing in our common stock, you should read the entire memorandum carefully, including the Risk Factors section and our historical financial statements and the notes thereto attached as part of this memorandum.

First Amendment to Confidential Private Placement Memorandum of Park City Group, Inc. (June 27th, 2007)

This First Supplement (the First Supplement) is designed to update, through June 22, 2007, the information previously provided in the Confidential Private Placement Memorandum dated May 31 2007 with all Exhibits thereto (the Original Offering Memorandum), relating to the offering (the Offering) of a minimum amount of $1,000,000 (the Minimum Amount) and a maximum amount of $3,500,000 (the Maximum Amount) of the Park City Group Inc.s (the Company) Series A Preferred Stock, $0.01 par value per share (the Preferred Stock), priced at $10.00 per Share. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Memorandum.