UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2021
-----------------------
ROGUE ONE, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 00-24723 | 88-0393257 | ||
|
(State or other jurisdiction of Incorporation or organization) |
(Commission File No.) | (I.R.S. Employer Identification No.) |
1024 K Street, N.W., Suite 454
Washington, DC 20005
(Address of Principal Executive Office)
(405) 923-1254
Registrant's telephone number including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the exchange Act (17 CFR 240.13e-4(c)).
As used herein, the term “we,” “us” and the “Company” refers to Rogue One, Inc., (formerly known as Fresh Promise Foods, Inc.) a Nevada corporation.
THIS FORM 8-K CONTAINS "FORWARD-LOOKING STATEMENTS". FORWARD-LOOKING STATEMENTS ARE STATEMENTS CONCERNING ESTIMATES, PLANS, OBJECTIVES, GOALS, STRATEGIES, EXPECTATIONS, INTENTIONS, PROJECTIONS, DEVELOPMENTS, FUTURE EVENTS, PERFORMANCE OR PRODUCTS, UNDERLYING (EXPRESSED OR IMPLIED) ASSUMPTIONS AND OTHER STATEMENTS THAT ARE OTHER THAN HISTORICAL FACTS. IN SOME CASES FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS “ESTIMATED,” "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR "ANTICIPATES," OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY AND ITS PLANS OR INTENTIONS, ESTIMATES, GOALS, COMPETITIVE TRENDS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS SET FORTH HEREIN AND THOSE SET FORTH IN OUR MOST RECENT FORM 10-K, INCLUDING, BUT NOT LIMITED TO "THE FACTORS THAT MAY AFFECT FUTURE RESULTS" SHOWN AS ITEM 1A IN OUR FORM 10-K AND THE RISKS ASSOCIATED WITH AN EARLY-STAGE COMPANY THAT HAS LIMITED ASSETS AND OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL RESOURCES OF THE COMPANY, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, AND THE LEGAL UNCERTAINTIES THAT DIRECTLY AND INDIRECTLY IMPACT DEVELOPMENT-STAGE COMPANIES. ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS PRESS RELEASE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS.
ITEM 5.03. Amendment to Articles of Incorporation.
A. The Amendment to the Certificate of Designation of Preferences for the
Series D Preferred Stock.
On September 24, 2021 we submitted to the Nevada Secretary of State that certain Amendment (the “Amendment”) to the Certificate of Designation of Preferences for our Series D Preferred Stock (par value $0.00001) (the “Series D Preferred Shares”) that is to be effective September 20, 2021.
Under the terms of the Amendment, our Board of Directors approved an increase in the number of Series D Preferred Shares to one hundred twenty-five (125). The other remaining rights and privileges of our Series D Preferred Stock remain unchanged.
Our Board of Directors believes that the increase in the number of the Series D Preferred Shares may, if circumstances allow, provide the Company’s Board of Directors with a measure of additional financial flexibility in responding to events and matters beyond its control.
B. The Amendment to the Certificate of Designation of Preferences for the
Series E Preferred Stock.
On September 24, 2021, we submitted to the Nevada Secretary of State that certain Amendment (the “Amendment”) to the Certificate of Designation of Preferences for our Series E Preferred Stock (par value $0.00001) (the “Series D Preferred Shares”) that is to be effective September 20, 2021.
Under the terms of the Amendment, our Board of Directors approved an increase in the number of Series E Preferred Shares to one hundred (100). The other remaining rights and privileges of our Series E Preferred Stock remain unchanged.
Our Board of Directors believes that the increase in the number of the Series E Preferred Shares may, if circumstances allow, provide the Company’s Board of Directors with a measure of additional financial flexibility in responding to events and matters beyond its control.
Matter of Risk Factors
We are a small public company and we have limited managerial and financial resources and for this and other reasons we face significant and continuing challenges that other larger public companies do not face. Any holder of our Common Stock should review the Risk Factors presented in Item 1A of our 2020 Annual Report for further guidance before making any investment decision with respect to our Common Stock.
Further, our Common Stock should be considered a “HIGH RISK” investment that is only suitable for those investors who can afford the total loss of their investment. We are also aware and investors should fully appreciate that our Common Stock is traded only on OTC Markets and as a result, there is only a limited and sporadic trading market for our Common Stock and we do not anticipate that any liquid and continuous trading market for our Common Stock will ever develop at any time in the future or, if it does develop, that it will be sustained.
We are a small public company with very limited financial and managerial resources and we face direct competition from many larger, well-established competitors who possess significantly greater financial and managerial resources. As a result, investors who acquire our Common Stock, our Preferred Stock and our debt instruments face significantly greater risks and uncertainties and likely will continue to face significantly greater risks and uncertainties in the future.
Item 9.01 Financial Tables and Exhibits
| (d) | Exhibits |
| Exhibit 99.1 |
Amendment to Certificate of Designation of Preferences – Series D Preferred Stock |
|
| Exhibit 99.2 |
Amendment to Certificate of Designation of Preferences – Series E Preferred Stock |
|
| Exhibit 99.3 |
Equity Line of Credit Agreement
|
|
| Exhibit 99.4 |
First Amendment to Equity Line of Credit Agreement
|
|
| Exhibit 99.5 | Subscription Agreement |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ROGUE ONE, INC. | ||
| Date: September 24, 2021 | By: | /s/ Joe E. Poe, Jr. |
| Name: | Joe E. Poe, Jr. | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
CERTIFICATE
OF
AMENDMENT TO CERTIFICATE
OF
DESIGNATION, NUMBER, POWERS, PREFERENCES, AND RELATIVE,
PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF SERIES "D" PREFERRED
STOCK
OF
ROGUE ONE, INC.
(Incorporated under the laws of the State of Nevada)
It is hereby certified that:
1. The name of the Corporation is Rogue One, Inc. (formerly, Fresh Promise Foods, Inc.) (herein called, the "Corporation").
2. The Board of Directors of the Corporation, pursuant to the Articles of Incorporation and by duly adopted resolutions, approved the following resolution:
RESOLVED: That in accordance with Section 78.1955 of the Nevada General Corporation Law, this Board of Directors hereby adopts the following resolution: That the Certificate of Designation of Preferences for the Corporation’s Series D Preferred Stock (the “Series D Certificate”) be hereby amended so that, as amended the Series D Certificate shall be and read as follows:
(a) DESIGNATION. An aggregate of one hundred twenty-five (125) shares of the Corporation’s authorized Preferred Stock (par value $0.00001) shall be designated Series D Preferred Stock
(b) DIVIDENDS. The Series D Preferred Stock shall be entitled to receive cash dividends from funds legally available on a pro rata basis at and with any dividends that may be paid to the holders of the Corporation’s Common Stock.
(c) LIQUIDATION RIGHTS. In the event of any consolidation or merger of the Corporation which is in the nature of the winding up of the Corporation's business or sale of all or substantially all of the Corporation's assets (a "Liquidation"), each holder of record of shares of Series D Preferred Stock shall be entitled to be paid in cash in respect of each such share an amount equal to and at the same time as any amount that may be paid to the holders of the Corporation’s Common Stock with any such amount equal, on a per share basis, to the amount paid per share to the holders of the Corporation’s Common Stock.
(d) CONVERSION. Each share of the Series D Preferred Stock shall be convertible into Four Hundred Thousand (400,000) shares of the Corporation’s Common Stock (par value $0.00001) (the “Common Stock”) at any time from and after the Corporation receives thirty (30) calendar days written notice from the holder of the Series E Preferred Stock confirming that the Holder seeks to exercise the conversion rights set forth herein.
(e) REDEMPTION. The shares of the Series D Preferred Stock may be redeemed by the Corporation only upon the express written consent of a holder of the Series D Preferred Stock (the “Holder”) and only upon such terms as the Holder and the Corporation determine by written agreement.
(f) VOTING RIGHTS. Except as otherwise provided by law, each share of Series D Preferred Stock shall not be entitled, on all matters on which any of the shareholders are required or permitted to vote. And except as provided expressly herein or as required by law, the holders of the Series D Preferred Stock shall vote together with the Common Stock shareholders and not as a separate class. So long as any shares of the Series D Preferred Stock remain outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent) of the holders of at least a majority of the total number of shares of the Series D Preferred Stock then outstanding voting separately as a class, alter or change, in any material respect, the rights, preferences or privileges or the restrictions of the shares of the Series D Preferred Stock whether by amendment of the Corporation's Certificate of Designation of Preferences or otherwise. At any meeting at which the holders of the Series D Preferred Stock are entitled to vote as a class pursuant to this provision, the holders of a majority of all outstanding shares of Series D Preferred Stock, present in person or represented by proxy, shall be necessary to constitute a quorum.
(g) NOTICE. Except as otherwise provided herein, any notice required to be given to the Corporation or holders of the Series D Preferred Stock shall be given in person, transmitted by email, delivered by a recognized national overnight express delivery service or sent by United States mail (certified or registered air mail for addresses outside of the continental United States), return receipt requested, postage prepaid and addressed to the corporation at its principal office and to each holder of record at his address as it appears on the books of the corporation. Except as otherwise provided herein, any notice so given shall be deemed delivered upon the earlier of (i) actual receipt; (ii) receipt by sender of a confirmed receipt of tele-copied notice; (iii) two business days after delivery of such overnight express service; or (iv) five (5) business days after deposit in the United States mail.
The above Certificate was duly adopted by the Corporation’s Board of Directors on this Twentieth day of September 2021 by unanimous written consent.
Dated: September 20, 2021
_________________________
Joe E. Poe, Jr., President
Exhibit 99.2
CERTIFICATE
OF
AMENDMENT TO CERTIFICATE
OF
DESIGNATION, NUMBER, POWERS, PREFERENCES, AND RELATIVE,
PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF SERIES "E" PREFERRED
STOCK
OF
ROGUE ONE, INC.
(Incorporated under the laws of the State of Nevada)
It is hereby certified that:
1. The name of the Corporation is Rogue One, Inc. (formerly, Fresh Promise Foods, Inc.) (herein called, the "Corporation").
2. The Board of Directors of the Corporation, pursuant to the Articles of Incorporation and by duly adopted resolutions, approved the following resolution:
RESOLVED: That in accordance with Section 78.1955 of the Nevada General Corporation Law, this Board of Directors hereby adopts the following resolution: That the Certificate of Designation of Preferences for the Corporation’s Series E Preferred Stock (the “Series E Certificate”) be hereby amended so that, as amended the Series E Certificate shall be and read as follows:
(a) DESIGNATION. An aggregate of one hundred (100) shares of the Corporation’s authorized Preferred Stock (par value $0.00001) shall be designated Series E Preferred Stock
(b) DIVIDENDS. The Series E Preferred Stock shall be entitled to receive cash dividends from funds legally available on a pro rata basis at and with any dividends that may be paid to the holders of the Corporation’s Common Stock.
(c) LIQUIDATION RIGHTS. In the event of any consolidation or merger of the Corporation which is in the nature of the winding up of the Corporation's business or sale of all or substantially all of the Corporation's assets (a "Liquidation"), each holder of record of shares of Series E Preferred Stock shall be entitled to be paid in cash in respect of each such share an amount equal to and at the same time as any amount that may be paid to the holders of the Corporation’s Common Stock with any such amount equal, on a per share basis, to the amount paid per share to the holders of the Corporation’s Common Stock.
(d) CONVERSION. Each share of the Series E Preferred Stock shall be convertible into Four Hundred Thousand (400,000) shares of the Corporation’s Common Stock (par value $0.00001) (the “Common Stock”) at any time from and after the Corporation receives thirty (30) calendar days written notice from the holder of the Series E Preferred Stock confirming that the Holder seeks to exercise the conversion rights set forth herein.
(e) REDEMPTION. The shares of the Series E Preferred Stock may be redeemed by the Corporation only upon the express written consent of a holder of the Series E Preferred Stock (the “Holder”) and only upon such terms as the Holder and the Corporation determine by written agreement.
(f) VOTING RIGHTS. Except as otherwise provided by law, each share of Series E Preferred Stock shall not be entitled, on all matters on which any of the shareholders are required or permitted to vote. And except as provided expressly herein or as required by law, the holders of the Series E Preferred Stock shall vote together with the Common Stock shareholders and not as a separate class. So long as any shares of the Series E Preferred Stock remain outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent) of the holders of at least a majority of the total number of shares of the Series E Preferred Stock then outstanding voting separately as a class, alter or change, in any material respect, the rights, preferences or privileges or the restrictions of the shares of the Series E Preferred Stock whether by amendment of the Corporation's Certificate of Designation of Preferences or otherwise. At any meeting at which the holders of the Series E Preferred Stock are entitled to vote as a class pursuant to this provision, the holders of a majority of all outstanding shares of Series E Preferred Stock, present in person or represented by proxy, shall be necessary to constitute a quorum.
(g) NOTICE. Except as otherwise provided herein, any notice required to be given to the Corporation or holders of the Series E Preferred Stock shall be given in person, transmitted by email, delivered by a recognized national overnight express delivery service or sent by United States mail (certified or registered air mail for addresses outside of the continental United States), return receipt requested, postage prepaid and addressed to the corporation at its principal office and to each holder of record at his address as it appears on the books of the corporation. Except as otherwise provided herein, any notice so given shall be deemed delivered upon the earlier of (i) actual receipt; (ii) receipt by sender of a confirmed receipt of tele-copied notice; (iii) two business days after delivery of such overnight express service; or (iv) five (5) business days after deposit in the United States mail.
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The above Certificate was duly adopted by the Corporation’s Board of Directors on this Twentieth day of September 2021 by unanimous written consent.
Dated: September 20, 2021
_________________________
Joe E. Poe, Jr., President
EQUITY LINE OF CREDIT AGREEMENT
This Equity Line of Credit Agreement (the “Agreement”) is effective this Fifth day of October 2021 (the “Effective Date”) and is entered into by and between Rogue One, Inc., a Nevada corporation (the “Company” or “Issuer”) and Tysadco Partners, LLC, a Delaware limited liability company (the “Investor”). As used herein, the term “Parties” is used to refer to the Company and Investor jointly.
WHEREAS:
| A. | The Parties acknowledge and agree that this Agreement supersedes and replaces all prior oral and written agreements entered into between the Parties relating to or involving the matters set forth herein. |
| B. | The Parties acknowledge and agree that the Investor has transferred the sum of One Hundred Thousand Dollars ($100,000.00) to the Company (the “Deposit”) and by the terms of this Agreement the Company hereby accepts the Deposit upon the Investor’s delivery of an executed copy of the Subscription Agreement attached hereto as Exhibit A and upon the Investor’s execution of this Agreement. |
| C. | The Investor warrants and represents that it is and has been at all times hereunder, an “accredited investor” as that term is defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “1933 Act”). |
| D. | The Investor warrants and represents that it is and has been at all times hereunder, sophisticated and experienced in evaluating the risks and uncertainties associated with the Company’s business, business plans and future prospects and the risks and uncertainties associated with acquiring the Company’s common stock. |
| E. | The Investor warrants and represents that prior to entering into this Agreement, it reviewed and evaluated the Company’s Annual Reports on Form 10-K for the Company’s fiscal years ending, 2018, 2019, and 2020 together with the Company’s Quarterly Reports on Form 10-Q for 2018, 2019, 2020, and for the first two quarters of 2021 together with each and every Form 8-K filing during the four (4) fiscal years immediately preceding the date of this Agreement (all, collectively, as the “Periodic Filings”). |
| F. | The Investor warrants and represents that prior to entering into this Agreement, it has met with the Company’s management for the purpose of asking questions regarding the Company’s operations, financial affairs, future prospects and the Periodic Filings and that it has received answers to all said questions that has allowed it to make an informed investment decision with respect to its interest in undertaking the prospective investment of additional funds into the Company as set forth herein. |
| G. | The Investor warrants and represents that it understands that the Company’s Common Stock trades only on the OTC Market and that the Common Stock trades only on a limited and sporadic basis and there can be no assurance that the Company’s Common Stock will ever trade in any market on a continuous basis that would allow the Investor to have any liquidity on its prospective purchase of the Company’s Common Stock. |
| H. | The Investor warrants and represents that it understands that the Company’s total liabilities exceeds its total assets and that, as a result, the Company is insolvent and there is a high risk that the Company may be facing an involuntary bankruptcy, state insolvency proceedings, or similar under state law. For that reason and for other reasons, any person who acquires the Company’s Common Stock is making a “HIGH RISK” investment and must be prepared to lose all or substantially all of their investment. |
| I. | Each of the Parties warrant and represent that each of them have been represented by independent legal counsel of their own choosing and each has retained said legal counsel to represent it throughout all negotiations and the closing of all transactions that are the subject of this Agreement. |
NOW THEREFORE THE PARTIES HERE AGREE AS FOLLOWS:
| 1.01 | The Parties acknowledge and agree that all of the representations and warranties set forth in paragraphs “A” through “I” on the first two pages of this Agreement are material terms of this Agreement and the basis for this Agreement. |
[The remainder of this page has been left intentionally blank.]
| 1.02 | In exchange for certain good and valuable consideration, the receipt and sufficiency of which is hereby fully acknowledged, Company, pursuant to this Agreement, hereby accepts the Deposit received from Investor and hereby grants the Investor the right to invest up to Five Million Dollars ($5,000,000) as an “Equity Line of Credit” (the “Commitment Amount”) to acquire the Company’s Common Stock (par value $0.00001) (the “Subject Stock”) from time to time and during the term of this Agreement with all said Subject Stock to be registered on Form S-1 to be filed with the Securities and Exchange Commission in accordance with the terms hereof. |
| 1.03 | Subject to the terms and conditions of this Agreement and the Company’s receipt of a duly executed Subscription Agreement (as executed by the Investor for each transfer of any portion of the Commitment Amount from the Investor during the term of this Agreement, the Company agrees that it shall undertake its best efforts to prepare and file and register the Subject Stock (as acquired by the Investor pursuant to this Agreement and each Subscription Agreement) on Form S-1 (and any amendment thereto) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) within forty-five (45) calendar days from the date at which the Parties execute each Subscription Agreement for any portion of the Commitment Amount as then received and duly accepted by the Company from the Investor (the “Acceptance Date”). |
| 1.04 | If and following the Acceptance Date, the Company does not file the Registration Statement |
within fifteen (15) calendar days from the Acceptance Date (for any portion of the Commitment Amount that it receives from the Investor), then for each fifteen (15) calendar day period thereafter, the Commitment Fee will increase by Ten Thousand Dollars ($10,000) (but in no event shall the Commitment Fee exceed a cumulative Fifty Thousand Dollars ($50,000). The Parties agree that the Commitment Fee shall be payable within ten (10) business days and in the form of additional shares of the Common Stock (par value $0.00001) (the “Additional Shares”) and the same shall be deemed a “restricted security” and issued to the Investor upon the Company’s receipt of a duly executed subscription agreement that includes representations by the Investor that are customary for the offering and sale of securities pursuant to Section 4(a)(2) of the 1933 Act and Rule 506(b) promulgated by the Commission thereunder (the “Subscription Agreement”). The Parties agree that all said Additional Shares shall be valued at two cents ($0.02) per share.
| 1.05 | The term of this Agreement is two (2) years from the date first stated above (the “Term”). |
| 1.06 | The Parties agree that the Company may draw upon the Commitment Amount periodically during the Term (any such request for any portion of the Commitment Amount, as used herein is a “Draw Down Notice”) by the Company’s delivery to the Investor of the Draw Down Notice specifying the dollar amount of funds sought by the Company. Upon the Investor’s receipt of a Draw Down Notice, the Investor shall have the obligation to purchase such number of the Subject Shares (the “Draw Down Amount”) from the Company as set forth in the Draw Down Notice. The Parties further agree that the Draw Down Amount shall be limited to the lesser of Five Hundred Thousand Dollars ($500,000) or Five Hundred Percent (500%) of the average shares of the Company’s Common Stock traded in the OTC Market for the ten (10) trading days immediately preceding the date at which the Investor receives, via email (at the Investor’s email address provided to the Company by the Investor on the last page of this Agreement) the Draw Down Notice and specifying the Draw Down Amount sought by the Company prior to the closing date set forth in the Draw Down Notice. The Parties agree that Investor shall not deliver any funds to the Company until the Subject Shares issuable to Investor are registered on an effective registration statement as filed by the Company. The minimum amount of any Draw Down Amount shall be Twenty-Five Thousand Dollars ($25,000). The Parties agree that notwithstanding any other provision of this Agreement, the Registration Rights Agreement and any related oral understandings or commitments between the Parties, in no event shall the shares issuable pursuant to the Investor thereby, when aggregated with all other shares of the Company’s Common Stock (par value $0.00001) then held directly or indirectly by the Investor shall not exceed 9.98% of the Company’s outstanding common stock. |
| 1.07 | The Parties agree that the purchase price per Subject Share that may be acquired by Investor |
under this Agreement shall be equal to Seventy-Five Percent (75%) of the average of the lowest daily traded VWAP (volume weighted average price) prices during the five days immediately preceding that date at which the Investor receives Valuation Period (the “Purchase Price”).
| 1.08 | For purposes of calculating the Purchase Price as set forth in Section 1.06 of this Agreement, the Parties agree that the VWAP shall be calculated using the five (5) trading days preceding the date at which the Investor receives the Draw Down Notice. |
| 1.09 | The Parties agree that each and every closing under this Agreement (the “Closing”) shall occur upon and reasonably following the settlement of the trades of the Subject Shares issued in response to the Draw Down Notice or as sooner directed by the Investor. |
| 1.10 | The Investor agrees to fund the sum of One Hundred Thousand Dollars ($100,000) upon the mutual execution of this Agreement and the Subscription Agreement (both together, as the “Definitive Agreements”). Upon the execution of the Definitive Agreements, the Company shall issue to the Investor within three (3) business days, an aggregate of Five Million (5,000,000) shares of the Company’s Common Stock (par value $0.00001) at an effective priced of $0.02 per share, with no registration rights (the “Restricted Shares”). All Restricted Shares issuable under this Section 1.09, Section 1.10 and Section 1.11 of this Agreement shall be issued with a restricted securities legend, without any registration rights and Investor agrees to execute a Subscription Agreement and otherwise fulfill its obligations as set forth in the Subscription Agreement. |
| 1.11 | The Investor agrees to fund an additional One Hundred Thousand Dollars ($100,000) within five (5) days after the filing of the Form S-1 Registration Statement with the Commission. The Company will issue the Investor, within three (3) business days following the Parties execution of the Definitive Agreements, an aggregate of Five Million (5,000,000) Restricted Shares at an effective priced of two cents ($0.02) per share. |
| 1.12 | The Parties agree that in consideration for the commitments provided by the Investor to the Company under this Agreement, the Company shall, within three (3) business days, issue to the Investor an aggregate of Two Million Five Hundred Thousand (2,500,000) Restricted Shares. |
| 1.13 | The Investor agrees that neither it nor any affiliated persons or entities or any person holding or in privity with Investor, any affiliate of Investor, any person who, through marriage is related to Investor shall execute any Short Sales from and after August 1, 2021 through October 1, 2023. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number of shares of Common Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale. |
| 1.14 | The Parties agree that the Investor has the right of first refusal (the “Right of First Refusal”) to provide the Company with funds pursuant to any future ELOC or similar investment structure or Convertible Note by the Company (the “Ancillary Offering”) at any time from and after twelve (12) months from the date of this Agreement (the “Subject Period”) provided that the Investor can reasonably demonstrate that it has ownership of at least five (5) million (5,000,000) shares of the Company’s Common Stock (par value $0.00001). The Parties agree that in the event that the Company undertakes or seeks to undertake any Ancillary Offering during the Subject Period, it shall give the Investor written notice of the terms and conditions of the contemplated Ancillary Offering (the “Ancillary Offering Notice”) and the Investor shall have up to ten (10) calendar days from the date at which it receives the Ancillary Notice to exercise its Right of First Refusal. The Company agrees that any reverse stock split will be voted and approved or by the consent of the holders holding a majority of the Company’s then outstanding common stockholders. |
| 1.15 | The Parties acknowledge and agree that this Agreement and the Subscription Agreement supersedes and replaces all prior oral and any written understandings and agreements by and between the Parties hereto. No amendment to this Agreement shall be effective unless it is in writing and it is signed by both of the Parties. |
| 1.16 | The obligation of the Investor to purchase the Subject Shares pursuant to this Agreement shall be subject to the satisfaction or waiver on each Closing of the conditions contained in the Definitive Agreements and the definitive documentation with respect to each Draw Down, including the following: |
| a. | Satisfactory completion of due diligence review by the Investor, including talking to Company’s legal counsel, and approval of the Investor’s investment committee; |
| b. | Approval of the of the Company’s Board of Directors; |
| c. | The Company’s reasonable satisfaction of all conditions to reasonably ensure that the Company has satisfied the requirements of the OTCQB prior to filing the Registration Statement; |
| d. | The Investor’s receipt of reasonable assurances that the Registration Statement shall remain effective at all times, not subject to any actual or threatened stop order or suspension at any time; |
| e. | The Investor’s receipt of reasonable assurances that no material adverse change shall have occurred prior to a Closing or during any valuation period immediately preceding the date of any Closing; |
| f. | The Investor’s receipt of reasonable assurances that continued listing of the Company’s Common Stock (par value $0.00001) on the Principal Exchange (OTCQB) on which its common stock trades, including the Subject Shares and the Restricted Shares to be issued to Investor under this Agreement. |
| g. | The investor’s receipt of reasonable assurances that from the date of the Definitive Agreements and the date of the definitive documentation executed in connection with any Draw Down until the expiration of the Term, the Company will agree not to enter into an similar or ELOC arrangement with any third-party. |
| h. | The Investor’s receipt of reasonable assurances that the Company has not entered into negotiations or discussions with any one or more third parties for any agreement similar to this Agreement. |
| 1.17 | The Parties agree that this Agreement shall be governed by the laws of the State of New York. |
| 1.18 | The Parties agree that contemporaneous with the execution of this Agreement and prior to the Investor’s purchase or acquisition of any of the Subject Shares, any Restricted Shares, or both of them, the Investor agrees to execute and deliver an executed copy of that certain Subscription Agreement to the Company. The Subscription Agreement is attached as Exhibit A and the Parties agree that it an integral part of this Agreement. The terms and conditions of the Subscription Agreement are incorporated by reference herein. |
2.00 Miscellaneous.
2.01 Further Assurance. Each of the Parties agrees that it shall hereafter execute all documents and do all acts reasonably necessary to effect the provisions of this Agreement.
2.02 Successors. The provisions of this Agreement shall be deemed to obligate, extend to and inure to the benefit of the successors, assigns, transferees, grantees, and indemnitees of each of the Parties to this Agreement.
2.03 Independent Counsel. Each of the Parties to this Agreement acknowledges and agrees that it has been represented by independent counsel of its own choice throughout all negotiations which preceded the execution of this Agreement and the transactions referred to in this Agreement, and each has executed this Agreement with the consent and upon the advice of said independent counsel. Each party represents that he or it fully understands the provisions of this Agreement, has consulted with counsel concerning its terms and executes this Agreement of his or its own free choice without reference to any representations, promises or expectations not set forth herein.
2.04 Integration. This Agreement and each and every duly executed copy of the Subscription Agreement, after full execution, acknowledgment and delivery, memorializes and constitutes the entire agreement and understanding between the Parties and supersedes and replaces all prior negotiations and agreements of the Parties, whether written or unwritten with the exception of the Company's profit sharing plan and any agreements related thereto. Each of the Parties to this Agreement acknowledges that no other party, nor any agent or attorney of any other party has made any promises, representations, or warranty whatsoever, express or implied, which is not expressly contained in this Agreement; and each party further acknowledges that he or it has not executed this Agreement in reliance upon any belief as to any fact not expressly recited hereinabove.
2.05 Attorneys’ Fees. In the event of a dispute between the Parties concerning the enforcement or interpretation of this Agreement, the prevailing party in such dispute, whether by legal proceedings or otherwise, shall be reimbursed immediately for the reasonably incurred attorneys' fees and other costs and expenses by the other Parties to the dispute.
2.06 Interpretation. Wherever the context so requires: the singular number shall include the plural; the plural shall include the singular; and the masculine gender shall include the feminine and neuter genders.
2.07 Captions. The captions by which the sections and subsections of this Agreement are identified are for convenience only, and shall have no effect whatsoever upon its interpretation.
2.08 Severance. If any provision of this Agreement is held to be illegal or invalid by a court of competent jurisdiction, such provision shall be deemed to be severed and deleted; and neither such provision, nor its severance and deletion, shall affect the validity of the remaining provisions.
2.09 Counterparts & Exhibit A. This Agreement may be executed in any number of counterparts. Exhibit A is an integral part of this Agreement and is incorporated by reference herein.
2.10 Expenses Associated With This Agreement. Each of the parties hereto agrees to bear its own costs, attorneys’ fees and related expenses associated with this Agreement and the Subscription Agreement.
2.11 Arbitration. Any dispute or claim arising to or in any way related to this Agreement, each and every Subscription Agreement and all of them, shall be settled by confidential and binding arbitration in Tulsa, Oklahoma. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA"). AAA shall designate an arbitrator from an approved list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party. Each party shall pay its own expenses associated with such arbitration (except as set forth in Section 2.05 Above). A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. The decision of the arbitrators shall be rendered within 60 days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration and the decision of the arbitrators shall be binding upon the Parties and judgement in accordance with that decision may be entered in any court having jurisdiction thereof. FURTHER, EACH PARTY ACKNOWLEDGES THAT ANY DISPUTE THAT MAY ARISE OUT OF OR INTERPRETING THIS AGREEMENT WILL CAUSE EACH PARTY UNDUE AND UNWANTED ADVERSE PUBLICITY AND FOR THIS REASON EACH PARTY HEREBY EXPRESSLY WAIVES ALL RIGHTS THAT IT MAY HAVE TO A JURY TRIAL.
2.12 Power to Bind. A responsible officer of the Company has read and understands the contents of this Agreement and each and every Subscription Agreement and is empowered and duly authorized on behalf of the Company to execute it.
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The Parties acknowledge and agree that this Agreement is entered into and is effective as of the date first written above.
FOR THE COMPANY: FOR INVESTOR:
___________________ ____________________
Joe Poe, Jr., CEO Robert Delvecchio, Manger
on behalf of Rogue One, Inc. on behalf of Tysadco Partners LLC
By: _____________By:_________________
Date: ____________ Date:__________________
Attachment: Exhibit A
[THIS IS THE SIGNATURE PAGE TO THE EQUITY LINE OF CREDIT AGREEMENT.]
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FIRST AMENDMENT TO EQUITY LINE OF CREDIT AGREEMENT
This First Amendment to Equity Line of Credit Agreement (the “First Amendment”) is the First Amendment to that certain Equity Line of Credit Agreement of October 5, 2021 (the “Agreement”) and this First Amendment is effective on this Sixth day of October 2021 (the “Amendment Effective Date”) and is entered into by and between Rogue One, Inc., a Nevada corporation (the “Company” or “Issuer”) and Tysadco Partners, LLC, a Delaware limited liability company (the “Investor”). As used herein, the term “Parties” is used to refer to the Company and Investor jointly.
WHEREAS:
| A. | The Parties acknowledge and agree that this First Amendment is the first amendment to the Agreement. |
NOW THEREFORE THE PARTIES HERE AGREE AS FOLLOWS:
| 1.01 | In consideration for the assistance received from the Investor together with other good and valuable consideration, the receipt and sufficiency is hereby acknowledged, the Company and the Investor agree that at no time during the Term of the Agreement shall the Investor, directly or indirectly, own or hold shares of the Company’s Common Stock in excess of 4.99% of the Company’s outstanding Common Stock ($0.001). |
The Parties acknowledge and agree that this First Amendment is entered into and is effective as of the date first written above.
FOR THE COMPANY: FOR INVESTOR:
___________________ ____________________
Joe Poe, Jr., CEO Robert Delvecchio, Manger
on behalf of Rogue One, Inc. on behalf of Tysadco Partners LLC
By:________________By: ___________________
Date: ______________ Date:_________________
EXHIBIT A
SUBSCRIPTION AGREEMENT
This Subscription Agreement (the “Agreement” or “Subscription Agreement”) is entered into by and between Rogue One, Inc., a Nevada corporation (the "Company"), and Tysadco Partners, LLC a Delaware limited liability company (the “Investor”) and this Agreement is effective on the last date at which this Agreement is executed on the last page hereof (the ‘Effective Date”). As used herein the term “Parties” is used to identify the Company and the Investor, jointly.
WHEREAS:
| A. | The Parties jointly acknowledge and agree that this Agreement is attached as Exhibit A to that certain Equity Line of Credit Agreement dated October 5, 2021 (the “Credit Agreement”) as entered into by and between the Company and the Investor. |
| B. | The Parties jointly acknowledge and agree that prior to the date of this Agreement that they have had a pre-existing relationship of more than one (1) year. |
| C. | Prior to entering into the Credit Agreement and prior to entering into this Agreement, the Investor acknowledges and agrees that it has had a sufficient opportunity to ask questions of the Company’s officers and directors regarding the Company’s corporate and financial affairs and its prospects and to receive answers to all said questions that has allowed the Investor to make an informed investment decision. |
| D. | The Investor warrants and represents that it (including all holders of Investor’s membership interests) are each an “Accredited Investor” as that term is used in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “1933 Act”). |
| E. | The Investor warrants and represents that it is sophisticated and experienced in acquiring the restricted (unregistered) securities of small, early-stage companies and in evaluating the risks and uncertainties associated with acquiring the securities of such companies. |
| F. | The Investor acknowledges and agrees that prior to entering into this Agreement, the Investor reviewed and evaluated each of the Company’s Annual Report on Form 10-K and each of the Company’s Quarterly Reports on Form 10-Q for each of the four (4) fiscal years immediately preceding the Effective Date (collectively as the “Periodic Filings”) that has allowed the Investor to make an informed investment decision. |
| G. | The Investor acknowledges and agrees that it understands that the Company’s Common Stock trades only on a limited and sporadic basis and that no liquid and continuous trading market for the Company’s Common Stock exists and there can be no assurance that any such trading market will ever exist or, of it does exist, that it can be sustained. |
| H. | The Investor acknowledges and agrees that it understands and appreciates that the Company |
is insolvent in that the Company’s Total Liabilities exceed its Total Assets and there can be no guarantee that the Company will become solvent and otherwise have any ability to execute and undertake its business plans or otherwise avoid bankruptcy.
| I. | The Investor acknowledges and agrees that it understands that the Company has not, at any time, paid any dividends to the holders of the Company’s Common Stock and there can be no assurance that it will pay any dividends to the holders of the Company’s Common Stock at any time in the future. |
| J. | The Investor acknowledges that it understands that certain holders of the Company’s preferred stock hold “super-voting rights” and that on that basis said holders are able to control the Company. |
| K. | The Investor acknowledges and agrees that it has reviewed and evaluated each of the “Risk Factors” set forth in each of the Company’s Periodic Filings and that it can afford the total loss of its investment in that it can fully accept that the Securities that it acquires from the Company may become worthless since the Company’s Securities are a “HIGH RISK” investment and Investor acknowledges and agrees that it may incur the total loss of its investment. |
| L. | Each of the Parties acknowledges and agrees that they are and have been represented by independent legal counsel of their own choosing at all times throughout the negotiation and execution of the Subscription Agreement and this Agreement. |
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1.01 Matter of Representations and Warranties. Each of the Parties agree that the representations and warranties set forth in paragraphs “A” through “L” (inclusive) set forth above and those set forth below are material terms of this Agreement. The Parties acknowledge and agree that the Investor shall, pursuant to the Credit Agreement, execute and deliver to the Company, a fully executed copy of this Agreement upon its delivery of any portion of the Commitment Amount together with any other documents as may be reasonably requested by the Company.
1.02 Acquisition of the Company’s Common Stock by Investor. The Investor hereby irrevocably agrees that pursuant to the Credit Agreement, it is acquiring such number of shares of the Company’s common stock (par value $.00001) ("Common Stock" or “Securities”) upon the terms and conditions set forth in the Credit Agreement and as set forth on the last page of this Agreement. The Parties acknowledge and agree that all of the Securities to be acquired by the Investor are pursuant to the Company’s claim to the exemption provided by Section 4(a)(1) of the 1933 Act and Rule 506(b) of the 1933 Act and under certain other laws, including the securities laws of certain states. Neither the Company nor any other person will receive any fee or commission in connection with such sale. If the shares of the Company’s Common Stock to be acquired by the Investor to be sold to Investor (as set forth in the Credit Agreement) then the Investor agrees that it shall wire transfer the amount due the Company directly to the Company in accordance with the Credit Agreement.
The Company agrees that within three (3) business days after the receipt by the Company of good funds from the Investor, it shall evidence its acceptance by countersigning and mailing an original of the Credit Agreement and this Agreement along with a stock certificate representing the Securities to the Investor, unless the Parties agree to have the Company’s transfer agent hold the Securities via direct registration pending further instructions from the Investor.
1.03 Representations of the Investor.
1.03.01 Status of Representations by the Investor. Each of the statements and each of the representations made by the Investor in paragraphs labelled “A” though “L” on the first two (2) pages of this Agreement are material terms of this Agreement and the Investor agrees that the Company has entered into this Agreement as a result of those representations.
1.03.02 Status of the Securities. Notwithstanding the Company’s obligations to undertake its best efforts to prepare and file a registration statement with the Securities and Exchange Commission as set forth in the Credit Agreement, the Investor acknowledges that none of the Securities, as of the date of this Agreement, have been registered under the 1933 Act, or the securities laws of any state, in that the Securities are being purchased for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of such Securities for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing of said Securities made in full compliance with all applicable provisions of the 1933 Act, the Rules and Regulations promulgated by the Securities and Exchange Commission thereunder, and applicable state securities laws; and that such Securities must be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available, and will require an opinion of counsel that registration is not required under the Act or such state securities laws, and that the certificates to be issued will bear a legend indicating that transfer of the Securities have not been so registered and the legend may bear the following or similar words:
The Securities represented hereby have not been registered under the Securities Act of 1933, as amended (the "Act") and the securities laws of any state. These Securities have been acquired for investment purposes and not with a view to distribution or resale, and may not be sold, assigned, made subject to a security interest, pledged, hypothecated, transferred or otherwise disposed of without an effective Registration Statement for such Securities under the Act, and applicable state securities laws, or an opinion of counsel reasonably satisfactory to the Company to the effect that registration is not required under such Act and such state securities laws.
In connection with the purchase of the Securities, the Investor represents and warrants that:
(a) Absence of General Solicitation. Investor has not received any general solicitation or general advertising regarding the purchase of the Securities.
(b) Absence of any Finder. To the best of the Investor’s knowledge there is no finder in connection with this transaction or the subject matter of this Agreement, the Credit Agreement, or both.
(c) Sophistication of Investor. The Investor has sufficient knowledge and experience of financial and business matters so that it is able to evaluate the merits and risks of purchasing the Securities and it has had substantial experience in previous private and public purchases of securities.
(d) Matter of Liquidity of Investment. With respect to any Securities that will not be included in any registration statement to be prepared and filed by the Company (as set forth in the Credit Agreement) the Investor agrees that it that does not require or have any liquidity needs for the funds being used to purchase the Securities, it has adequate means to provide for any personal needs, and possesses the ability to bear the economic risk of holding the Securities purchased hereunder indefinitely, and can afford a complete loss on the purchase of these Securities.
(e) Opportunity to Ask Questions & Receive Answers. During the transaction and prior to purchase, the Investor has read this Agreement and has had full opportunity to ask questions of and receive answers from the Company and its officers and authorized representatives regarding the terms and conditions of this Agreement, and the transactions contemplated hereby, as well as the affairs of the Company and related matters including the Company’s Periodic Reports. It understands that it may have access to whatever additional information or documents concerning the Company, its financial condition, its business, its prospects, its management, its capitalization, and other similar matters that it reasonably requests.
(f) Restricted Securities Legends for Securities Not Registered. The Investor agrees that a restrictive legend will be placed upon the certificates representing the Securities purchased hereunder, and that instructions will be placed upon the Company's records for the Securities prohibiting the transfer of the Securities absent full compliance with the 1933 Act and applicable state securities laws.
(g) Use of Proceeds. The Investor understands that the Company intends to use the proceeds from the sale of the Securities for general working capital purposes and the Investor will not receive or hold any security interest in any asset owned or acquired by the Company.
(h) Arbitrary Purchase Price of Securities. The purchase price of the Securities being purchased hereby has been determined based solely on the current market price of the Common Stock, and bears no relationship to the assets or book value of the Company, or other customary investment criteria.
(i) Absence of Re-Sale Agreement and/or Arrangement. There is no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else the Securities or any part thereof, and the Investor has no present plans to enter into any such contract, undertaking, agreement or arrangement.
2.01 No Legal Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement and the transaction contemplated by this Agreement with its own legal counsel and investment and tax advisors (collectively, “Advisors”). The Investor is relying solely on its own Advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by the Credit Agreement, this Agreement, or the securities laws of any jurisdiction.
3.00 Governing Law & Miscellaneous.
| (a) | Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York , applicable to contracts to be wholly performed within said State, without regard to the principles of conflict of laws. |
| (b) | Blue Sky Qualification. The purchase of Securities under this Agreement is expressly conditioned upon the exemption from qualification of the offer and sale of the Securities from applicable federal and state securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in such jurisdiction, so long as the Purchase Price is immediately returned to the Investor via wire transfer. |
| (c) | Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. |
| (d) | Headings. The headings of this Agreement are for convenience of reference and shall not form part of or affect the interpretation of this Agreement. |
| (e) | Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. |
| (f) | Entire Agreement, Amendments. The Credit Agreement and this Agreement jointly and together supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the other transaction documents contain the entire understanding of the parties with respect to the matters covered herein and therein. No provision of this Agreement may be waived or amended other than by an instrument in writing by the party to be charged with enforcement. |
| (g) | Facsimile Signatures. This Agreement may be executed and delivered by facsimile signature and/or by electronic mail delivery. A signed facsimile or photocopy or digital scan of this Agreement shall be treated as an original, and shall be deemed to be as binding, valid, genuine, and authentic as an originally signed agreement for all purposes, including without limitation all matters of evidence and the “best evidence” rule. |
| (h) | Notices. Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon confirmation of receipt, when sent by facsimile; (iii) upon receipt when sent by U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be as set forth immediately following the signatures of each party on the last page of this Agreement. Each party shall provide five (5) days’ prior written notice to the other party of any change in address or facsimile number. |
4.00 Arbitration. Any dispute or claim arising to or in any way related to this Agreement, each and every Subscription Agreement and all of them, shall be settled by confidential and binding arbitration in Tulsa, Oklahoma. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA"). AAA shall designate an arbitrator from an approved list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party. Each party shall pay its own expenses associated with such arbitration (except as set forth in Section 2.05 Above). A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. The decision of the arbitrators shall be rendered within 60 days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration and the decision of the arbitrators shall be binding upon the Parties and judgement in accordance with that decision may be entered in any court having jurisdiction thereof. FURTHER, EACH PARTY ACKNOWLEDGES THAT ANY DISPUTE THAT MAY ARISE OUT OF OR INTERPRETING THIS AGREEMENT WILL CAUSE EACH PARTY UNDUE AND UNWANTED ADVERSE PUBLICITY AND FOR THIS REASON EACH PARTY HEREBY EXPRESSLY WAIVES ALL RIGHTS THAT IT MAY HAVE TO A JURY TRIAL.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date shown immediately following the signature (below).
FOR THE COMPANY:
Rogue One, Inc.
By: ____________________________ Date: ______________________
Joe E. Poe, Jr., Chief Executive Officer
Mailing Address of the Company:
_______________________________________________________________________________
_______________________________________________________________________________
Telephone Number and Email of the Company:
_______________________________________________________________________________
FOR THE INVESTOR:
Tysadco Partners, LLC
By: ____________________________ Date: ______________________
Robert Delvecchio, Manager
Mailing Address of the Investor:
_______________________________________________________________________________
_______________________________________________________________________________
Telephone Number and Email of the Investor:
_______________________________________________________________________________
SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
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