Standby Letter of Credit Agreements between Creative Learning Corporation, Blake Furlow, and 720 Advisors, LLC
Creative Learning Corporation has entered into agreements with Blake Furlow and 720 Advisors, LLC, under which each party agrees to provide a $50,000 standby letter of credit if requested in writing by the company. The obligation is subject to certain conditions, including the execution of satisfactory documentation and reimbursement of up to $2,500 in legal and related expenses. In return, the company will issue warrants equal to 2% of the commitment, exercisable at the last closing price of the company's stock, with a five-year term. The underlying shares will be registered in the company's next registration statement.
EXHIBIT 10.2
Blake Furlow
2110 N Westgate Dr
Boise, ID 83704
December 31, 2017
Creative Learning Corporation
701 Market Street, Suite 113
St. Augustine, FL 32095
Re: Standby Letter of Credit
Dear Sir or Madam:
If requested by Creative Learning Corporation (the “Company”), in writing, I agree to enter into a Letter of Credit within ten (10) Business Days of receipt of such notice, subject to the satisfaction of the Funding Conditions (as defined below). The Letter of Credit will be for $50,000, at market rates and terms. My obligation to provide a Letter of Credit is subject to (a) the execution and delivery of Definitive Documentation, which shall (i) include terms and conditions reasonably satisfactory to me and (ii) contain customary representations, warranties, covenants and indemnities (the “Definitive Documentation”) and (b) the Company reimbursing me for all of my documented out-of-pocket legal and other expenses incurred in connection with the preparation, negotiation and documentation of the Definitive Documentation and all transactions contemplated thereby, up to a maximum of $2,500 (with additional fees and expenses, if any, subject to the prior approval of the Company, which approval shall not be unreasonably withheld, delayed or conditioned (collectively the “Funding Conditions”).
In connection with providing the Letter of Credit, the Company will issue a warrant equal to two (2%) percent of the total commitment at an exercise price of the last closing price of the Company’s common stock, at the date above expiring five (5) years from the issuance of such warrant. The shares underlying the warrant shall be registered in the Company’s next registration statement.
/s/ Blake Furlow
Blake Furlow
AGREED AND ACCEPTED
CREATIVE LEARNING CORPORATION
| /s/ Christian Miller | |
| Christian Miller, COO |
720 Advisors, LLC
720 Fifth Avenue, 10th Floor
New York, NY 10019
December 29, 2017
Creative Learning Corporation
701 Market Street, Suite 113
St. Augustine, FL 32095
| Re: | Standby Letter of Credit |
Dear Sir or Madam:
If requested by Creative Learning Corporation (the “Company”), in writing, I agree to enter into a Letter of Credit within ten (10) Business Days of receipt of such notice, subject to the satisfaction of the Funding Conditions (as defined below). The Letter of Credit will be for $50,000, at market rates and terms. My obligation to provide a Letter of Credit is subject to (a) the execution and delivery of Definitive Documentation, which shall (i) include terms and conditions reasonably satisfactory to me and (ii) contain customary representations, warranties, covenants and indemnities (the “Definitive Documentation”) and (b) the Company reimbursing me for all of my documented out-of-pocket legal and other expenses incurred in connection with the preparation, negotiation and documentation of the Definitive Documentation and all transactions contemplated thereby, up to a maximum of $2,500 (with additional fees and expenses, if any, subject to the prior approval of the Company, which approval shall not be unreasonably withheld, delayed or conditioned (collectively the “Funding Conditions”).
In connection with providing the Letter of Credit, the Company will issue a warrant equal to two (2%) percent of the total commitment at an exercise price of the last closing price of the Company’s common stock, at the date above expiring five (5) years from the issuance of such warrant. The shares underlying the warrant shall be registered in the Company’s next registration statement.
720 ADVISORS, LLC
Gary Herman, Member
AGREED AND ACCEPTED
| CREATIVE LEARNING CORPORATION | ||
| /s/ Christian Miller | ||
| Christian Miller, COO |
