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Title: |
Equity Line of Credit Agreement |
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Entities: |
Advanced Communications Technologies Inc.; Depository Trust Co.; Kirkpatrick & Lockhart; Cornell Capital Partners, LP |
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Date: |
2003 |
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Size: |
Preview shows 3KB of 85KB total |
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Price: |
$50 |
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ID: |
#131327 |
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EQUITY LINE OF CREDIT AGREEMENT
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AGREEMENT dated as of the ___ day of July 2003 (the "AGREEMENT") between
CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"),
and ADVANCED COMMUNICATIONS TECHNOLOGIES, INC., a corporation organized and
existing under the laws of the State of Florida (the "COMPANY").
WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the Investor,
from time to time as provided herein, and the Investor shall purchase from the
Company up to Thirty Million Dollars ($30,000,000) of the Company's common
stock, no par value per share (the "COMMON STOCK"); and
WHEREAS, such investments will be made in reliance upon the provisions of
Regulation D ("REGULATION D") of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder (the "SECURITIES ACT"), and or upon such
other exemption from the registration requirements of the Securities Act as may
be available with respect to any or all of the investments to be made hereunder.
WHEREAS, the Company has engaged Westrock Advisors, Inc. to act as the
Company's exclusive placement agent in connection with the sale of the Company's
Common Stock to the Investor hereunder pursuant to the Placement Agent Agreement
by and among the Company, the Placement Agent and the Investor (the "PLACEMENT
AGENT AGREEMENT").
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I.
CERTAIN DEFINITIONS
Section 1.1. "ADVANCE" shall mean the portion of the Commitment Amount
requested by the Company in the Advance Notice.
Section 1.2. "ADVANCE DATE" shall mean the date Butler Gonzalez LLP Escrow
Account is in receipt of the funds from the Investor and Butler Gonzalez LLP, as
the Investor's Counsel, is in possession of free trading shares from the Company
and therefore an Advance by the Investor to the Company can be made and Butler
Gonzalez LLP can release the free trading shares to the Investor. No Advance
Date shall be less than six (6) Trading Days after an Advance Notice Date.
Section 1.3. "ADVANCE NOTICE" shall mean a written notice to the Investor
setting forth the Advance amount that the Company requests from the Investor and
the Advance Date.
Section 1.4. "ADVANCE NOTICE DATE" shall mean each date the Company
delivers to the Investor an Advance Notice requiring the Investor to advance
funds to the Company, subject to the terms of this Agreement. No Advance Notice
Date shall be less than seven (7) Trading Days after the prior Advance Notice
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