OR THE
SECURITIES LAWS OF ANY OTHER JURISDICTION. INVESTMENT IN THE SHARES INVOLVES
CERTAIN SIGNIFICANT INVESTMENT RISKS, INCLUDING RISKS OF LOSS OF CAPITAL OR
ENTIRE INVESTMENT.
1
THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO PURCHASE SHARES IN ANY STATE WHERE IT WOULD BE UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION AND DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION
TO ANY MEMBER OF THE GENERAL PUBLIC. THIS AGREEMENT CONSTITUTES AN OFFER ONLY TO
THE PERSON OR ENTITY NAMED A PARTY HERETO, AND WHOSE SIGNATURE IS REQUIRED
BELOW, AND ONLY IF IT IS SIGNED ON BEHALF OF THE COMPANY. ANY DISTRIBUTION OF
THIS AGREEMENT TO ANY PERSON OR ENTITY OTHER THAN THE PERSON OR ENTITY NAMED
BELOW IS UNAUTHORIZED.
IN MAKING AN INVESTMENT DECISION, THE POTENTIAL INVESTOR MUST RELY ON ITS OWN
EXAMINATION OF THE SHARES AND THE COMPANY, AS WELL AS THE TERMS OF THIS
AGREEMENT AND THE COMPANY'S OTHER GOVERNING DOCUMENTS.
THIS AGREEMENT CONTAINS PROPRIETARY AND CONFIDENTIAL INFORMATION OF DTHERA
SCIENCES; BY ACCEPTING DELIVERY OF THIS AGREEMENT THE PURCHASER AGREES NOT TO
DISCLOSE ANY INFORMATION CONTAINED HEREIN EXCEPT TO HIS OR ITS LEGAL COUNSEL AND
OTHER PROFESSIONAL ADVISORS IN CONNECTION WITH AN EVALUATION OF THE ADVISABILITY
OF INVESTING IN THE COMPANY BY PURCHASING THE SHARES UNDER THIS AGREEMENT.
2
EMPLOYEE AND CONSULTANT SHARE PURCHASE AGREEMENT
THIS EMPLOYEE AND CONSULTANT SHARE PURCHASE AGREEMENT ("Agreement") is made
effective as of the _____ day of _____, 2017, by and among Dthera Sciences,
Inc., a Nevada corporation (the "Company"), and the undersigned.
RECITALS
WHEREAS, the Company desires to offer to certain of its employees and
consultants (each, an "Investor") the opportunity to acquire shares of the
Company's common stock (the "Offering"), pursuant to and subject to the terms as
set forth in this Agreement; and
WHEREAS, the Investor wishes to purchase from the Company, and the Company
wishes to sell and issue to the Investor, upon the terms and conditions stated
in this Agreement, that number of shares of the Company's common stock priced at
$0.03 per share (the "Common Stock"); and
WHEREAS, the Company and the Investor agree to be bound by the terms of this
Agreement relating to conditions, restrictions, and terms of the Shares.
NOW, THEREFORE, in consideration of the mutual promises made herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1.
Purchase and Issuance of the Shares; Restrictions on Resale;
Company Repurchase Right.
1.1.
Subject to the terms and conditions of this Agreement, Investor
hereby agrees to purchase, and the Company hereby agrees to sell and issue to
the Investor, the number of Shares set forth opposite the Investor's name on the
signature page attached hereto for a purchase price equal to the product of (x)
the number of Shares subscribed for and (y) $0.03 per Share (the "Purchase
Price").
1.2.
The Purchase Price may be paid as follows:
(a)
payable at Closing