Admiralty Holding Co Watch

from 8-K ~5 pages 1. the Offering. We Understand You Wish to Raise Up to One Million Five Hundred Thousand Dollars ($1,500,000) Through a Private Placement of Certain Securities to Institutional and Accredited Investors (The “Offering”). the Offering Will Be Made in Accordance With the Exemption From the Registration Requirements of the Securities Act of 1933, as Amended, and the Rules and Regulations Promulgated Thereunder (Collectively, the “Act”) Provided by Regulation D Under the Act (“Regulation D”) and the Qualification and Registration Requirements of Applicable State and Foreign Securities or Blue Sky Laws and Regulations. You Understand That Esp Will Use Reasonable Efforts With Respect to the Marketing of the Offering and That the Actual Terms of the Offering Will Depend on Market Conditions, and Will Be Subject to Due Diligence and Negotiation Between the Company and Prospective Investors. the Company and Esp Can Mutually Agree to Increase the Size of the Offering. 2. Fees and Expenses. Concurrently With the Closing of Any Part of the Offering, the Company Will Pay Esp in Cash, a Fee Equal to (A) 5% of the Gross Proceeds Received From the Sale of Securities. (B) Furthermore, Upon the Closing of Any Amount Contained in the Offering, the Company Shall Grant Esp 500,000shares of Common Stock. the Common Stock Shall Contain the Same Registration Rights and Material Provisions Afforded to the Investors