Item 1.01 Entry into a Material Definitive Agreement
On
The above description of the loan agreement does not purport to be complete and is qualified in its entirety by reference to the loan agreement, which is attached as Exhibit 10.1 hereto.
Item 3.02 Unregistered Sales of
On
Emanuel Bettencourt 1,200,000 shares (1)
(1) The shares were issued as per the Officers Management consulting agreement,
effective
subject to the same conditions and revenue milestones as the BGC
shareholders.
On
(2) The shares are issuable pursuant to
will be issued upon effectiveness of a Registration Statement on Form S-8, including such shares.
These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since the purchasers agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
The Company has appointed
Alok Mahapatra
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
10.1 Loan Agreement, effective as ofOctober 22, 2020 , by and amongZoompass Holdings , Inc.andBrokers Credit Link Inc.
By: /s/Manny Bettencourt Manny Bettencourt CEO
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