Drawdown Equity Line of Credit Facility Term Sheet
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EX-2.1 2 exhibit_2-1.htm DRAWDOWN EQUITY LINE OF CREDIT FACILITY TERM SHEET exhibit_2-1.htm
EXHIBIT 2.1
AUCTUS PRIVATE EQUITY FUND, LLC
One Beacon Street, 34th Floor, Boston, MA 02108
P: (617 ###-###-#### F: (617 ###-###-####
| DRAWDOWN EQUITY FINANCING FACILITY | March 17, 2009 |
| Company | Crystal Research Corporation OTCBB: CYSA (the “Company”) |
| Financing Amount | Auctus Private Equity Fund, LLC (the “Investor”) shall commit to purchase up to Ten Million Dollars ($10,000,000) of the Company’s Common Stock on an as-needed basis over the course of Thirty-Six (36) months after a registration statement of the Common Stock is declared effective by the Securities and Exchange Commission (S.E.C.) (the “Commitment Period”). |
| Securities | Common Stock of the Company issued pursuant to a registration statement filed with the SEC. |
| Drawdown | During the Commitment Period, the Company has the right, but not the obligation, to issue a notice which shall specify the dollar amount of Common Stock that the Company elects to sell to the Investor (each notice, a “Drawdown”) up to an amount equal to the Maximum Drawdown Amount, which the Investor shall be obligated to accept. The Company shall inform the Investor in writing by sending a completed Drawdown Notice before commencement of trading on the first Trading Day of the related Drawdown Pricing Period. |
| Drawdown Notice Date | The date on which the Investor receives a Drawdown Notice shall be no less than Five (5) business days after any prior Drawdown Notice Date. |
| Maximum Drawdown Amount | The amount that the Company shall be entitled to request from each Drawdown shall not exceed either (i) One Hundred Fifty Thousand Dollars ($150,000) per Drawdown, or (ii) Two Hundred (200%) of the average daily volume based on the trailing Ten (10) days preceding the Drawdown Notice Date, whichever is larger. |
| Drawdown Price | Upon each Drawdown, the Company will sell to the Investor the Common Stock at a “Drawdown Price” equal to Ninety Three Percent (93%) of the lowest closing bid price of the common stock during the Drawdown Execution Period. |
| Drawdown Execution Period | The Five (5) consecutive trading days immediately after the Drawdown Notice Date. |
| /s/ KAP KAP | /s/ AS AS |
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| DRAWDOWN EQUITY FINANCING FACILITY | March 17, 2009 |
| No Short Sales | The Investor agrees that it will not engage in any short sales of the Common Stock of the Company. |
| Floor | The Investor shall immediately cease selling any shares within the Drawdown Notice if the price falls below a predetermined level (“Floor Price”). The Floor Price is defined as 75% of the average closing bid price over the preceding ten (10) trading days prior to the Drawdown Notice Date. |
| Origination Fee | Upon signing of the definitive documents, the company agrees to pay a non-refundable Origination Fee. This fee consists of a) issuing to the Investor Five Thousand Free Trading Shares (5,000) of stock of Crystal Research Corporation (CYSA.OB) and b) Five Thousand Dollars ($5,000) upon closing of the first Drawdown. Specifically, the Company agrees to either pay this amount to the Investor in cash upon closing of the first Drawdown or to immediately provide this amount to the Investor out of the net proceeds of the initial and all subsequent Drawdowns until the remaining portion of this fee has been met. |
| Registration | The Company agrees to file a registration statement with the SEC to register the shares of Common Stock that will be issued to the Investor no later than Ninety (90) days after the signing of this term sheet. |
| Confidentiality | The Company, its management, Board of Directors, legal and general council acknowledges the confidentiality of this term sheet and are restricted from discussing it with any third party. |
| Expiration | The terms and conditions offered herein will expire One (1) week from the date of origination. |
If the terms and conditions contained herein are acceptable, please sign below and return via fax.
| Agreed and accepted by: | ||||
| Crystal Research Corporation. | Auctus Private Equity Fund, LLC | |||
| /s/ Kiril A. Pandelisev | /s/ Al Sollami | |||
| Dr. Kiril A. Pandelisev, CEO | Al Sollami, Principal |
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