DSGT 8-K
DSG Global Inc. (DSGT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 2, 2020
DSG Global, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53988 | 26-1134956 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
312 – 2630 Croydon Drive, Surrey, British Columbia, Canada
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (604) 575-3848
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| [ ] | Written communications 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered | ||
| NA |
Item 1.01. Entry into a Material Definitive Agreement
On March 2, 2020 DSG Global, Inc. (the “Company”) entered into an Advisory Services Agreement (the “Advisory Agreement”) with Graj + Gustavsen, Inc. (“G+G”). Under the terms of this five-year Advisory Agreement, G+G has agreed to provide the Company with strategic brand and business positioning, strategic marketing, concept development and ongoing strategic consulting services. In consideration of the sevices to be rendered by G+G, the Company has agreed to (1) make a cash payment in the amount of $350,000 payable in several tranches following the Company’s completion of future financings of the Company, and monthly payments of $10,000 following the first twelve months of the engagement, and (2) issue a five-year warrant to purchase 2,829,859 at an exercise price of $0.25 per share, upon the execution of the Advisory Agreement (the “First Warrant”), and a five-year warrant to purchase such number of shares of the Company’s common stock that is equal to 10% of the Company’s shares of common stock calculated on a fully diluted basis as of the closing date of the future financing, at an exercise price per share equal to the 80% of the price of the Company’s securities in such future financing less the number of shares represented by the First Warrant. The warrants contains, among other provisions customary for the instruments of this nature, provisions pertaining to cashless exercise, and two-year piggy-back registration rights which allows the holders of the warrants to have the shares of the Company’s common stock underlying the warrants registered alongside other registrable securities of the Company, subject to underwriter cutbacks in case of underwritten public offering(s) of the Company’s securities, if any.
G+G is an “accredited investor” (as defined in Regulation D under the Securities Act), and the Company issued the securities in reliance upon an exemption from registration contained in Section 4(2) and Rule 506 under the Securities Act. There were no discounts or brokerage fees associated with this transaction.
The Advisory Agreement and the warrants contain certain additional provisions including mutual indemnity, confidentiality and other terms and provisions that are customary for the instruments of this nature. The foregoing information is a summary of the Advisory Agreement and the warrants described above, is not complete, and is qualified in its entirety by reference to the full text of such documents, which are attached as exhibits to this Current Report on Form 8-K. Readers should review the Advisory Agreement and the Form Warrant for a complete understanding of the terms and conditions of the transaction described above.
Item 3.02 Unregistered Sale of Equity Securities
The Company hereby incorporates by reference the disclosure made in Item 1.01 above.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit | |||
| No. | Exhibit Description | ||
| 4.1 | Form Common Stock Purchase Warrant. | ||
| 10.1 | Advisory Services Agreement dated as of March 2, 2020. |
Signature
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.
| By: | /s/ Bob Silzer | |
| Name: | Robert Silzer Sr. | |
| Title: | President, CEO | |
| Dated: March 6, 2020 |
Exhibit 4.1
Form Warrant
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE WARRANT
DSG GLOBAL, INC.
1. Purchase Warrant. THIS CERTIFIES THAT, for value received Graj + Gustavsen, Inc., a New York corporation with a place of business at 210 Fifth Avenue, New York, NY 10010 (“Holder”), as registered owner of this Purchase Warrant, to DSG Global, Inc., a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [_], (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [_] (such date, the “Effective Date”) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [_] shares of common stock of the Company, par value $0.001 per share (the “Shares”), subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[_] per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. This Warrant is issued pursuant to that certain Advisory Services Agreement, dated as of March 2, 2020, by and between the Company and the Holder.
2. Exercise.
2.1. Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.
2.2. Cashless Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company will issue to Holder Shares in accordance with the following formula:
| 1 |
X = Y(A-B)
A
| Where, | |||
| X | = | The number of Shares to be issued to Holder; | |
| Y | = | The number of Shares for which the Purchase Warrant is being exercised; | |
| A | = | The fair market value of one Share; and | |
| B | = | The Exercise Price. | |
For purposes of this Section 2.2, the fair market value of a Share is defined as follows:
| (i) | if the Shares are traded on a securities exchange, the value shall be deemed to be the closing price on such exchange on the business day immediately prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; or | |
| (ii) | if the Shares are actively traded over-the-counter, the value shall be deemed to be the closing bid on the business day immediately prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors. |
2.3. Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”):
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law which, in the opinion of counsel to the Company, is available.”
2.4. Accredited Investor. The Holder is an “accredited investor” as defined in Rule 501(a) under the Act and is receiving the Purchase Warrant pursuant to an exemption from the prospectus requirements of applicable securities laws.
2.5. Issuance of Common Stock.
(a) Upon timely receipt of a Warrant Certificate, with the form of election to purchase duly executed, accompanied by payment of the purchase price for each of the shares to be purchased in the manner provided in Section 2.1 or Section 2.2 hereof, the Company shall thereupon promptly (but in any event within five (5) business days of the exercise date) cause certificates representing the number of whole Holder Shares then being purchased to be delivered to or upon the order of the registered Holder of such Warrant Certificate, registered in such name or names as may be designated by such Holder.
(b) The Company’s obligations to issue and deliver Holder Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any individual person entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other individual person entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other individual person entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Holder Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Holder Shares upon exercise of the Warrant as required pursuant to the terms hereof.
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2.6 Reservation of Common Stock. The Company covenants and agrees that it will at all times cause to be reserved and kept available out of its authorized and unissued shares of Common Stock such number of shares of Common Stock as will be sufficient to permit the exercise in full of the Purchase Warrant issued hereunder.
2.7 Common Stock to Be Duly Authorized and Issued, Fully Paid and Nonassessable. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock delivered upon the exercise of the Purchase Warrant, at the time of delivery of the certificates representing such shares, shall be duly and validly authorized and issued and fully paid and nonassessable, free of any preemptive rights and free of any lien or encumbrance.
2.8 Taxes. The Company covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the initial issuance or delivery of: (a) the Purchase Warrant; (b) each warrant issued in exchange for any other warrant; and (c) each share of Common Stock issued upon the exercise of the Purchase Warrant.
2.9 Common Stock Record Date. Each individual or entity in whose name any certificate for shares of Common Stock is issued upon the exercise of the Purchase Warrant shall for all purposes be deemed to have become the Holder of record of the Common Stock represented thereby on, and such certificate shall be dated, the date upon which the originally executed Purchase Warrant evidencing such Purchase Warrant was duly surrendered with an election to purchase attached thereto duly executed and payment of the aggregate purchase price was made.
3. Transfer.
3.1. General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days following the Effective Date to anyone other than: (i) a bona fide officer, director, Affiliate (as defined below), or partner of the Holder, or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder. After 180 days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. Subject to applicable securities laws, the Company shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. “Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Securities Act.
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3.2. Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, or (ii) a registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
4. New Purchase Warrants to be issued.
4.1. Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.
4.2. Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.
5. Adjustments.
5.1. Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:
5.1.1. Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is increased by a share dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.
5.1.2. Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.
5.1.3. Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 5.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.
5.2. Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares or other securities, properties or rights.
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6. Reservation. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof.
7. Certain Notice Requirements.
7.1. Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 5 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least ten (10) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.
7.2. Events Requiring Notice. The Company shall be required to give the notice described in this Section 5 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.
7.3. Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 5 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.
7.4. Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such other address as the Company may designate by notice to the Holders:
If to the Holder:
Graj + Gustavsen, Inc.
210 Fifth Avenue
New York, NY 10010
Phone: 1 212-387-0070
Email: [email protected]
If to the Company:
DSG Global Inc.
312 – 2630 Croydon Drive
Surrey, British Columbia, V3Z 6T3
Canada
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8. Miscellaneous.
8.1. Amendments. The Company and the Holder may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and the Holder may deem necessary or desirable and that the Company and the Holder deem shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.
8.2. Headings. The headings contained herein are for the sole purpose of convenience of reference and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.
8.3. Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
8.4. Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.
8.5. Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. Each of the Company and the Holder hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the Company and the Holder hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company or the Holder may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company and the Holder in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
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8.6. Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
9. Registration Rights Agreement.
For the term of two (years) following the date of the issuance of this Purchase Warrant, the Holder shall have registration rights related to the Holder Shares as follows:
(a) Right to Piggyback. Whenever the Company proposes to register any of its securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act and the registration form to be used may be used for the registration of any of the Holder Shares, the Company shall give prompt written notice to the Holder of its intention to effect such a registration and, subject to the terms of paragraphs 9(c) and (d) hereof, shall include in such registration all Holder Shares with respect to which the Company has received written requests for inclusion therein (“Piggyback Registration”) within ten (10) days after the receipt of the Company’s notice.
(b) Piggyback Expenses. The registration expenses of the Holder shall be paid by the Company in all Piggyback Registrations.
(c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the securities requested to be included in such registration by the Holder, pro rata with all other common stockholders with Piggyback Registration rights on the basis of the number of shares requested to be included therein by each such holder, and (iii) third, other securities requested to be included in such registration pro rata among the holders thereof on the basis of the number of shares requested to be included therein.
(d) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the securities requested to be included in such registration by the Holder, pro rata with all other common stockholders with Piggyback Registration rights on the basis of the number of shares requested to be included therein by each such holder, and (iii) third, other securities requested to be included in such registration pro rata among the holders thereof on the basis of the number of shares requested to be included therein.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 2nd day of March 2020.
DSG Global Inc.
| By: | ||
| Name: | Robert Silzer Sr. | |
| Title: | President/CEO |
| 8 |
[Form to be used to exercise Purchase Warrant]
Date:__________________
The undersigned hereby elects irrevocably to exercise the Purchase Warrant for [●] shares of common stock, par value $0.001 per share (the “Shares”), of DSG Global, Inc., a Nevada corporation (the “Company”), and hereby makes payment of $[_] (at the rate of $[●] per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.
or
The undersigned hereby elects irrevocably to convert its right to purchase [●] Shares of the Company under the Purchase Warrant for [●] Shares, as determined in accordance with the following formula:
X = Y(A-B)
A
| Where, | |||
| X | = | The number of Shares to be issued to Holder; | |
| Y | = | The number of Shares for which the Purchase Warrant is being exercised; | |
| A | = | The fair market value of one Share which is equal to $[●]; and | |
| B | = | The Exercise Price which is equal to $[●] per share | |
The undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation shall be resolved by the Company in its sole discretion.
Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.
Signature
Signature Guaranteed
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
| Name: | ||
| (Print in Block Letters) | ||
| Address: | ||
NOTICE: The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.
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[Form to be used to assign Purchase Warrant]
ASSIGNMENT
(To be executed by the registered Holder to affect a transfer of the within Purchase Warrant):
FOR VALUE RECEIVED, [●] does hereby sell, assign and transfer unto the right to purchase [●] shares of common stock, par value $0.001 per share (the “Shares”), of DSG Global, Inc., a Nevada corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.
| Dated |
| Signature | ||
| Signature Guaranteed |
NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.
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Exhibit 10.1
ADVISORY SERVICES AGREEMENT
This Advisory Services Agreement (this “Agreement”) is made and entered into as of February 28th, 2020 (“Effective Date”) by and between DSG Global, Inc., a Nevada corporation (“DSG”) and its wholly-owned subsidiary Imperium Motor Company, a Nevada corporation (“Imperium”) (DSG and Imperium are referred to herein as the “Company”, on the one hand and Graj + Gustavsen, Inc., a New York, corporation with a place of business at 210 Fifth Avenue, New York, NY 10010 (“G+G”), on the other, each referred to as a “Party” and together as the “Parties.”
WHEREAS, G+G, a provider of strategic and branding support services that facilitate and enhance strategic brand positioning of private and public companies, wishes to provide planning, development and certain other services to the Company as set forth in Schedule A to this Agreement (the “Services”); and
WHEREAS, DSG is a technology development company engaged in the design, manufacture, and marketing of fleet management solutions for the golf industry as well as commercial, government and military applications which is principally the sale and rental of GPS tracking devices and interfaces for golf vehicles, and related support services; and
WHEREAS, DSG has established a wholly-owned subsidiary, Imperium; and
WHEREAS, Imperium will be the exclusive North American distributor of electronic vehicles manufactured and sold by Zhejiang Jonway Automobile Co., Ltd.; and
WHEREAS, DSG is currently contemplating undertaking the Bridge Financing and the Qualified Financing (as such terms defined below) by which DSG is seeking to raise working capital; and
WHEREAS, the Company desires to engage G+G to receive the Services to the Company.
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, and intending to be legally bound hereby, the parties agree as follows:
1. Retention of G+G. The Company hereby retains G+G to provide the Services to the Company, and G+G accepts such retention, upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall commence on the Effective Date and continue for a period of sixty (60) months, unless extended as provided in this Section 2 (the “Term”). The parties may by mutual agreement extend the then current Term for additional three (3) periods by entering into a written agreement reflecting the terms of such extension at least thirty (30) days prior to the expiration of the Term.
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3. Advisory Services; Independent Contractor Status. G+G shall provide the Services to the Company which services relate to strategic, branding and marketing matters of the Company, in each case as the Company shall reasonably request by way of notice to G+G in accordance with Schedule A. The Services shall not extend to the day-to-day business or operations of the Company and shall not include any services provided by officers or employees in their capacity as directors of the Company, provided, however, that the Company will make its officers and employees reasonably available to G+G in order to facilitate G+G’s performance of the Services and fulfill its obligations pursuant to this Agreement. G+G shall devote such time to providing the Services as it shall deem, in its discretion, necessary.
G+G shall perform all Services to be provided hereunder as an independent contractor to the Company and not as an employee, agent or representative of the Company. G+G shall have no authority to act for or to bind the Company without its prior written consent. Nothing in this Agreement is intended nor shall be deemed to create any partnership, agency or joint venture relationship by or between the parties.
4. Payment.
(a) Cash Compensation. In consideration of the Services rendered to the Company, the Company shall pay to G+G Three Hundred Fifty Thousand ($350,000) dollars as follows:
i. First Payment: The Company shall make to G+G an initial payment of One Hundred Thousand ($100,000) dollars within five (5) days of the closing of the first One Million ($1,000,000) dollars of the Bridge Financing (as defined below).
ii. Second Payment: The Company shall make to G+G second payment of One Hundred Thousand ($100,000) dollars within five (5) days of the closing of the first Three Million ($3,000,000) dollars of the Bridge Financing, inclusive of first One Million ($1,000,000) dollars of the Bridge Financing referred to in 4(a)(i) above.
iii. Third Payment: The Company shall make to G+G an additional payment of One Hundred Fifty ($150,000) dollars payable in five (5) equal monthly payment of Thirty Thousand ($30,000) dollars each, payable during the twelve (12) month period immediately following the payment date set forth in Section 4(a)(ii) (the “Monthly Payment Period”), with the first monthly payment due and payable no later than sixty (60) days following the commencement of the Monthly Payment Period. G+G will invoice the Company on the first (1st) calendar day of each payment period, and the Monthly Payments shall be due on the fifteenth (15th) of each month.
iv. Monthly Payments: In addition to the amounts set forth in Section 4(a)(i)-(iii), during the Term of this Agreement, the Company shall make payments to G+G in the amount of Ten Thousand ($10,000) dollars each per each calendar month, with payments commencing on the fifteenth (15th) day of the calendar month immediately following the twelve (12) month anniversary of the commencement of the Monthly Payment Period. G+G will invoice the Company on the first (1st) calendar day of each payment period, and such payments shall be due on the fifteenth (15th) of each month.
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As used herein, the term “Bridge Financing” refers to a private financing transaction completed by the Company pursuant to which the Company receives net proceeds between $3,000,000 and $5,000,000.
(b) Default in Payment. If any payment required under this Section 4 (a) or 4(c) is not received within thirty (30) days of such payment’s due date, which remains uncured ten (10) days after receiving written notice thereof from G+G, (i) all Services and related support provided by G+G under this Agreement will be suspended until payment is received in full.
(c) Expenses. The Company shall reimburse G+G for all reasonable and necessary out-of-pocket expenses incurred by the Consultant in connection with providing the Services, including, without limitation, travel expenses; provided that the Company’s prior written consent shall be required for any expenses in excess of $2,500. All such expenses shall be reasonably documented in accordance with the Company’s expense reimbursement policies and in no event shall the Company be required to reimburse the Consultant with respect to general, administrative or other overhead expenses.
(d) Common Stock Purchase Warrant. As consideration for entering into this Agreement, the Company shall issue to G+G upon the execution of this Agreement:
(i) a five (5) year warrant to purchase Two Million Eight Hundred Twenty Nine Thousand Eight Hundred Fifty Nine (2,829,859) (such number of the shares of the Company’s common stock representing ten percent (10%) of the Company’s shares of common stock calculated on a fully diluted basis on the execution date of this Agreement) at an exercise price of $0.25 per share, vesting in full upon the execution of this Agreement (the “Initial Warrant”), and
(ii) a five (5) year warrant to purchase such number of shares of the Company’s common stock that is equal to (x) ten percent (10%) of the Company’s shares of common stock calculated on a fully diluted basis as of the final closing (if there is more than one closing) date of the Qualified Financing at an exercise price per share equal to the 80% of the price of the Company’s securities in the Qualified Offering, less (y) the number of shares represented by the Initial Warrant, which warrant shall vest in full upon issuance (the “Final Warrant”) (to the extent that there is more than one closing of the Qualified Financing, such warrant is to be issued on the date of the final closing). G+G and the Company hereby agree that to the extent that the number of shares of the Company’s common stock represented by the Final Warrant is: (x) less than the number of shares of the Company’s common stock represented by the Initial Warrant, G+G shall return the Initial Warrant to the Company for cancellation and the Company then shall reissue the Initial Warrant representing such number of shares of the Company’s common stock as is equal to ten percent (10%) of the Company’s shares of common stock outstanding calculated on a fully diluted basis on the closing date of the Qualified Financing; or (y) more than the number of shares of the Company’s common stock represented by the Initial Warrant, G+G shall return the Initial Warrant to the Company for cancellation and the Company shall reissue the Initial Warrant representing such number of shares of the Company’s common stock as is equal to ten percent (10%) of the Company’s shares of common stock outstanding calculated on a fully diluted basis as of the closing date of the Qualified Financing.
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As used herein, the term “Qualified Financing” refers to a registered or private financing transaction completed by the Company pursuant to which the Company receives net proceeds between $7,000,000 and $10,000,000.
The issuance of the Initial Warrant and the Final Warrant have been approved by the Company’s Board of Directors. A copy of the form Initial Warrant is attached as Exhibit A hereto; and for the form Final Warrant as Exhibit B.
5. Confidentiality.
(a) The Company may (but is not required to) disclose certain of its confidential and proprietary information to G+G. “Confidential Information” means: (i) information or material which is proprietary to the Company, whether or not owned or developed by the Company, which is not generally known other than by the Company, and which G+G may obtain through any direct or indirect contact with the Company. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Company concerning the current or proposed business, technology and information of the Company and any third party with which the Company deals, including, without limitation, business records and plans, trade secrets, technical data, specifications, manuals, analyses, product ideas, contracts, financial information , customer and client lists, customer identifying information, potential and intended customers, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and other confidential information, whether provided orally, in writing, or by any other media, that was or will be: (A) provided or shown to G+G or its directors, officers, employees, agents, and representatives (each, a “G+G Representative”) by or on behalf of the Company or any of its directors, officers, employees, agents, and representatives (each a “Company Representative”), or (B) obtained by G+G or a G+G Representative from review of documents or property of, or communications with, the Company or a Company Representative; and (ii) all notes, analyses, compilations, studies, summaries, and other material, whether provided orally, in writing, or by any other media, that contain or are based on all or part of the information described in subsection (a).
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(b) G+G shall use commercially reasonable efforts to ensure that G+G and each G+G Representative, keep the Confidential Information confidential. Except as otherwise required by law or in the enforcement of the terms and conditions of this Agreement, G+G and the G+G Representatives may not:
(i) disclose any Confidential Information to any person or entity other than a G+G Representative who needs to know the Confidential Information for the purposes of its business with the Company, or with the Company’s prior written authorization;
(ii) use the Confidential Information for any purposes other than those contemplated by this agreement, or
(iii) reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the Confidential Information and that are provided to G+G under this Agreement.
(c) G+G shall use commercially reasonable efforts to ensure that G+G and each G+G Representative maintains the confidentiality and security of the Confidential Information until the earlier of: (i) such time as all Confidential Information disclosed under this agreement becomes publicly known and is made generally available through no action or inaction of G+G or (ii) the fifth (5th) anniversary of the disclosure. However, to the extent that the Company has disclosed information to G+G that constitutes a trade secret under law, G+G shall protect that trade secret for as long as the information qualifies as a trade secret in the same manner that G+G protects its own trade secrets.
6. Ownership of Rights. This Agreement shall not be interpreted to grant G+G any right or license in the Company’s intellectual property or the Derived Data, or any portion thereof, other than as expressly provided for in this Agreement. “Derived Data” means any data obtained or generated by G+G that is related to the Services provided, including the results of analyses, calculations and comparisons thereof and any compilations, redactions, extractions, copies (regardless of form), reports, analyses and other data derived therefrom. The Company shall retain all rights in its Derived Data. The Parties will not use one another’s trademarks without prior written consent.
7. Accredited Investor Representation. G+G represents that: (i) it is an “accredited investor” as defined in the Securities Act of 1933, as amended (the “Act”); (ii) it is acquiring the Company’s securities for its own account for investment purposes and not with a view to or for sale in connection with the distribution of the securities; and (iii) it must bear the entire economic risk of the investment in the Company’s securities for an indefinite period of time because, among other reasons, the Company’s securities have not been registered under the Act, or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act, and under applicable securities laws of certain states or an exemption from such registration is available.
8. Termination. If the Company commits a material breach of this Agreement and persists in such failure for a period of thirty (30) days after receiving written notice thereof from G+G, G+G may terminate this Agreement upon written notice to the Company, provided, however, that any such notice to be effective as it relates to the Company’s breach must be provided by G+G to the Company within sixty (60) days of the earlier of the occurrence of the event giving rise to such notice or G+G’s becoming aware of such occurrence. If G+G commits a material breach of this Agreement and persists in such failure for a period of thirty (30) days after receiving written notice thereof from the Company, the Company may terminate this Agreement, provided, however, that any such notice to be effective as it relates to G+G must be provided by the Company to G+G within sixty (60) days of the earlier of the occurrence of the event giving rise to such notice or the Company’s becoming aware of such occurrence. In the event of termination of this Agreement, whether by the Company or G+G, in addition to any and all other amounts as to which a Party may be entitled, whether at law or in equity, the Company shall be obligated to issue to G+G the Warrants and to pay all amounts due to G+G through the termination date.
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9. Non-Public Information. G+G acknowledges that the US securities laws and other laws prohibit any person or entity who has material, non-public information concerning the Company from purchasing or selling any of its securities, and from communicating such information to any person or entity under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. G+G acknowledges that the confidentiality provisions of this Agreement shall be deemed to be an agreement to keep all non-public information of the Company in confidence as contemplated by Regulation FD promulgated by the Securities and Exchange Commission. In addition, G+G acknowledges and agrees some of the non-public information of the Company (including the fact that discussions between G+G and the Company have been undertaken) may be considered “material non-public information” for purposes of the federal securities laws (“Insider Information”) and that G+G and its officers, directors, employees, agents and authorized representatives will abide by all securities laws relating to the handling of and acting upon Insider Information.
10. Mutual Indemnity.
(a) The Company agrees to indemnify, defend and hold harmless G+G and its respective officers, directors, and, from and against any costs and damages, losses, obligations, deficiencies, liabilities, expenses, penalties, fines, claims, causes of action and encumbrances, including, without limitation, reasonable attorneys’ fees and expenses, arising out of or related to third party claims on account of (i) the negligence, or reckless or willful act or omission of the Company, its officers, directors, and employees, or (ii) breach of this Agreement by the Company, its officers, directors, and employees, including without limitation, any use or disclosure of the Confidential Information beyond the purposes explicitly permitted by this Agreement; except to the extent of any obligation, liability, claim or remedy in tort due to the gross negligence or willful misconduct of G+G.
(b) (i) G+G warrants and represents that, except for stock art it may use or materials presented to the Company by G+G as preliminary concepts, inspirational materials and for internal consideration, all of the work product produced by it or on its behalf for or on behalf of the Company will be its original work product and will not knowingly infringe upon the rights of others. Notwithstanding the foregoing, the parties acknowledge that: (A) G+G cannot, does not and will not provide: (I) legal clearance for the use of any G+G intellectual property submitted to and selected by the Company; or (II) any warranty against claims with respect to the G+G intellectual property, it being acknowledged and agreed by the Company that the responsibility to secure legal clearance shall be incumbent upon the Company; (B) (I) it shall be the responsibility of the Company to consult with legal counsel of its own selection as to both the advisability and registrability of any G+G intellectual property prior to it use; (II) legal protection and appropriate registration of G+G intellectual property is the sole responsibility and expense of the Company; and (iii) the application for registration should be undertaken promptly to protect any and all rights therein.
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(ii) G+G shall indemnify, defend and hold the Company and its respective officers, officers, directors, and employees harmless from and against, any and all losses, obligations, deficiencies, liabilities, expenses, penalties, fines, claims, causes of action and encumbrances, including, without limitation, reasonable attorneys’ fees and expenses, arising out of or related to third party claims on account of (i) the negligence, or reckless or willful act or omission of G+G, its officers, directors, and employees, other than as set forth in Section 10(b), or (ii) breach of this Agreement by G+G, its officers, directors, and employees, including without limitation, any use or disclosure of the Confidential Information beyond the purposes explicitly permitted by this Agreement; except to the extent of any obligation, liability, claim or remedy in tort due to the gross negligence or willful misconduct of the Company.
11. Governing Law. This Agreement and all Exhibits attached hereto shall be governed and construed in all respects in accordance with the laws of New York without regard to any conflict of laws principles, which would cause the substantive law of another jurisdiction to apply. The parties hereto agree that in the event that legislation is enacted or regulations are promulgated or a decision of court is rendered or any interpretive policy or opinion of any governmental agency charged with the enforcement of such law or regulation is published that affects the legality of this Agreement, the Confidential Information, or any part thereof, or materially and adversely affects the ability of a party to perform its obligations, or receive the benefits intended hereunder (“Adverse Change in Law”), then within thirty (30) days following written notice by a party to the other of such Adverse Change in Law, the parties shall meet to negotiate in good faith an amendment which will carry out the original intention of the parties to the extent possible in light of such Adverse Change in Law. In the event the parties are unable to reach an agreement on an amendment within the thirty (30) day period, this Agreement may be terminated immediately by either party.
12. Force Majeure. Neither the Company nor G+G shall be liable to the other for a delay in the performance of this Agreement, when the delay is caused by circumstances beyond the parties’ reasonable control, including, but not limited to, war, strikes or lockouts, embargo, fire, flood or other natural disaster, provided that the affected party has taken reasonable measures to notify the other, in writing, of the delay.
13.
Assignment. Neither party may assign this Agreement, in whole or in part, or
any rights hereunder without the other Party’s written consent, provided, however, a change in control of a party or the
sale by a party of substantially all of its assets shall be deemed to be an assignment as to which no consent shall be required..
This Agreement shall inure to the benefit and be binding upon the parties and their respective successors and permitted
assignees.
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14. Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery by facsimile or by electronic transmission in portable document format (PDF) of an executed counterpart of this Agreement is as effective as delivery of an originally executed counterpart of this Agreement.
15. Survival. Except as otherwise set forth herein, the parties acknowledge and agree that the following sections shall survive the expiration or termination of this Agreement: Sections 3, 5, 6, 7, 9, 10, 11, 12, 13 and 18.
16. Exhibits. This Agreement may contain a number of Exhibits each of which is incorporated herein by reference.
17. Integration. This Agreement, including all Exhibits attached hereto, constitutes the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions, and communications, whether oral or written. This Agreement may be modified only by a writing signed by both parties.
18. Dispute Resolution. If a dispute arises between the parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the parties agree to hold a meeting, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within thirty (30) days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
19. Captions. The paragraph captions utilized herein are in no way intended to interpret or limit the terms and conditions hereof, rather, they are intended for purposes of convenience only.
20. Attorney’s Fees. If either party commences litigation against the other for the specific performance or interpretation of this Agreement, for damages for the breach hereof or otherwise for enforcement of any remedy hereunder, the parties hereto agree to and hereby do waive any right to a trial by jury to the extent permitted by law and, in the event of any such commencement of litigation, the prevailing party shall be entitled to recover from the other party such costs and reasonable attorneys’ fees as may have been incurred.
21. Partial Invalidity. If any term, provision or condition contained in this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent possible permitted by law.
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22. Amendment; Waiver. This Agreement may be amended only by a written instrument signed by all of the parties. The failure of any party to insist on one or more occasion upon strict performance by the other party of any of its obligations hereunder shall not constitute a waiver, release, or amendment of such Party’s right to insist upon strict performance of such obligations on future occasions.
23. Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Accordingly, the terms and provisions of this Agreement shall be construed fairly as to all parties to this Agreement and not in favor of or against any party regardless of which party was generally responsible for the preparation of this Agreement.
24. Mutual Warranties and Representations. The parties warrant and represent that: (a) the individuals executing this Agreement on their behalves have the full power, authority, legal right and capacity to execute and deliver this Agreement; (b) that such parties have the full power, authority and legal right to perform the terms of this Agreement on the respective parties’ parts required; (c) that this Agreement constitutes such parties’ valid and binding obligation, enforceable in accordance with its terms, (d) neither the execution and delivery of this Agreement nor the fulfillment of the terms, conditions and provisions hereof: (i) constitutes or will constitute a breach of any existing and outstanding contractual or other obligation of the such party; or (ii) will violate any provision of law, any provision of the instrument or instruments by which the party has been created or of any other instrument by which they may be bound.
25. Recitals. The terms of the “WHEREAS” clauses first hereinabove set forth are incorporated into this Agreement as if set forth within the body of the Agreement at length.
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Signatures on following page.
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Signature Page
Advisory Services Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first written above.
| Graj + Gustavsen, Inc. | DSG Global, Inc. | |||
| By: | By: | |||
| Name: | Name: | |||
| Title: | Title: | |||
| Date: | Date: | |||
Schedule A - Services to be Provided
Strategic Brand/Business Positioning
| ● | Collaborate on setting the venture vision and developing a universal presentation that communicates about the business and its related brands, divisions and opportunities | |
| ● | Bring to life the vision, mission and the unique position of the enterprise | |
| ● | Create a universal presentation that is applicable to; Investors, customers, suppliers, partners and internal stakeholders |
Strategic Marketing/Concept Development
| ● | Develop concepts, ideas and direction that advance the ventures various product offerings | |
| ● | Develop annual budgets and plans in support of strategies identified and agreed upon |
Identify Business Opportunities/Growth Strategies
| ● | Generate, collaborate and conceptualize how the business and its brands and products demonstrate innovation and forward thinking | |
| ● | Integrate forward vision ideas and strategies into all of the companies communication |
Ongoing Strategic Consultation
| ● | Be available as advisors in all areas that are critical to shape and scale brands and business | |
| ● | Be available for quarterly meetings/conferences | |
| ● | Provide support in connection with NYC-based fundraising efforts |
Exhibit A
Common Stock Purchase Warrant - Initial
Exhibit B
Common Stock Purchase Warrant Final