Exhibit 10.1
DTHERA SCIENCES
INVESTMENT UNIT PURCHASE AGREEMENT
PLEASE READ THE FOLLOWING LEGENDS CAREFULLY:
DTHERA SCIENCES (THE "COMPANY") IS OFFERING TO SELL INVESTMENT UNITS ("UNITS"),
EACH UNIT COMPOSED OF (I) FOUR (4) SHARES OF THE COMPANY'S COMMON STOCK AND (II)
A WARRANT TO PURCHASE ONE ADDITIONAL SHARE OF THE COMPANY'S COMMON STOCK. THE
UNITS BEING OFFERED FOR SALE PURSUANT TO THIS AGREEMENT INVOLVE A HIGH DEGREE OF
RISK AND, THEREFORE, SHOULD BE CONSIDERED EXTREMELY SPECULATIVE. THEY SHOULD NOT
BE PURCHASED BY PERSONS WHO CANNOT AFFORD THE POSSIBILITY OF THE LOSS OF THEIR
ENTIRE INVESTMENT.
THIS AGREEMENT INVOLVES SUBSTANTIAL RISK, INCLUDING, BUT NOT LIMITED TO, RISKS
ARISING FROM THE COMPANY'S LACK OF OPERATING HISTORY, FINANCIAL ASSETS AND
REVENUES, COMPETITION, LACK OF DIVERSIFICATION, AND THE ABSENCE OF A MARKET FOR
AND RESTRICTIONS ON THE TRANSFERABILITY OF THE UNITS AND THE SECURITIES
UNDERLYING SAID UNITS.
THIS AGREEMENT OF THE COMPANY IS OFFERED PURSUANT TO AN EXEMPTION FROM
REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC")
AND APPLICABLE STATE SECURITIES COMMISSIONS. HOWEVER, THE SECURITIES AND
EXCHANGE COMMISSION AND SUCH STATE COMMISSIONS HAVE NOT MADE AN INDEPENDENT
DETERMINATION THAT THE UNITS OFFERED HEREBY ARE EXEMPT FROM REGISTRATION. IN
ADDITION, THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY SUCH STATE SECURITIES COMMISSION, NOR HAVE ANY
SUCH AGENCIES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS AGREEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY
PRIOR OR SUBSEQUENT COMMUNICATIONS FROM ANY OF OUR MANAGEMENT, AGENTS,
REPRESENTATIVES OR EMPLOYEES, AS INVESTMENT, LEGAL, TAX, OR ACCOUNTING ADVICE.
THE PURCHASER OF THE UNITS SHOULD CONSULT ITS OWN ATTORNEY, ACCOUNTANT AND OTHER
PROFESSIONAL ADVISORS AS TO LEGAL, TAX, ACCOUNTING AND OTHER RELATED MATTERS
CONCERNING THE PURCHASE OF THE UNITS.
ANY REPRODUCTION OR DISTRIBUTION OF THIS AGREEMENT, IN WHOLE OR IN PART, OR THE
DIVULGENCE OF ANY OF ITS CONTENTS, WITHOUT OUR PRIOR WRITTEN CONSENT, IS
STRICTLY PROHIBITED.
FORMER EVERYSTORY SHAREHOLDERS: THIS OFFERING IS BEING CONDUCTED BY THE COMPANY
IN CONNECTION WITH THE COMPANY'S EFFORTS TO ALIGN THE OWNERSHIP OF THE COMPANY
MORE CLOSELY WITH THE OWNERSHIP PERCENTAGES PREVIOUSLY DISCUSSED PRIOR TO THE
SHARE EXCHANGE TRANSACTION BETWEEN THE COMPANY (THEN KNOWN AS KNOWLEDGE MACHINE
INTERNATIONAL, INC.) AND THE HOLDERS OF SECURITIES OF EVERYSTORY, INC. BY
SIGNING BELOW, YOU WAIVE ANY CLAIM THAT YOU MAY HAVE AGAINST THE COMPANY
RELATING TO THE SHARE EXCHANGE TRANSACTION BETWEEN THE COMPANY AND THE HOLDERS
OF EVERYSTORY SECURITIES. PLEASE SEEK LEGAL COUNSEL IF YOU HAVE ANY QUESTIONS
RELATING TO THIS WAIVER.
THE UNITS OFFERED FOR SALE UNDER THIS AGREEMENT ARE OFFERED SUBJECT TO
WITHDRAWAL, CANCELLATION OR MODIFICATION OF THE OFFERING WITHOUT PRIOR NOTICE TO
THE PURCHASER PURSUANT TO THE TERMS OF THIS AGREEMENT; AND TO CERTAIN OTHER
CONDITIONS SPECIFIED HEREIN. THE COMPANY RESERVES THE RIGHT TO ACCEPT OR REJECT
ANY AGREEMENT, IN WHOLE OR IN PART, FOR ANY REASON OR NO REASON.
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THE UNITS OFFERED UNDER THIS AGREEMENT MAY BE SUBSCRIBED