Terms & Conditions
Each time you use or cause access to the Site, you agree to be bound by the following terms and conditions under General and Project Specific below (“Terms of Use”). This may be in addition to any other confirmations or terms confirmed in writing. If for any reason you don’t agree upon first accessing this website, then do not read further, do not re-access this website and do not undertake any transaction with us. Thank you.
General
Your access, link to or use of this Site constitutes your acceptance of the Terms of Use. If you do not agree to these Terms of Use, you should not use the Site. The Terms of Use may be amended by the Company from time to time with or without notice to you. Modifications become effective immediately upon being posted. Accordingly, please continue to review the Terms of Use whenever accessing, linking to, or using this site. Your access, link to, or use of the site, or any service on this site, after the posting of modifications to the Terms of Use constitutes your acceptance of the Terms of Use, as modified. By agreeing to the Terms of Use, you agree to the terms of our Privacy Statement, which is expressly incorporated into these Terms of Use. All personal data provided to us as a result of your use of the Site will be handled in accordance with our Privacy Statement. If you do not agree to the terms and conditions of this Terms of Use, you should immediately cease all usage of this Site. This Site may not be accessed or used by anyone under the age of 21. The fact that the Company has made the data and services provided on the Site available to you does not constitute advice that you enter into a particular transaction or a representation that any product, service offering described on this site is suitable or appropriate for you. Information on the Site of the risks of a transaction is not a comprehensive information of the risks related to a transaction. You should not construe the material contained on the Site as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice or make the information available through this service the primary basis for any decisions made by or on behalf of you. The Site is provided by the Company on an “as is” and on an “as available” basis; we disclaim all warranties, express, implied or statutory, including without limitation implied warranties of merchantability and fitness for a particular purpose or course of performance or dealing, and any warranties that materials on the site are non-infringing. The Company makes no representations or warranties of any kind, express or implied, regarding the use or the results of this Site in terms of its correctness, accuracy, reliability, or otherwise. The Company does not warrant that the Site will be perfectly secure; that the Site or the server that makes the Site available will be perfectly virus-free; or that information on the Site will be perfectly complete, accurate or timely. The Company does not undertake and has no obligation to correct or update any information contained on this Site.
THE CONTENT, ACCURACY, OPINIONS EXPRESSED AND OTHER LINKS PROVIDED BY OTHERS OR THIRD PARTY RESOURCES ARE NOT ENDORSED BY THE COMPANY.
The Site may include links to other sites or resources, or you may be linked to this site from other sites. The Company may provide information on this Site supplied by third parties. The Company does not endorse or independently verify the information provided by third parties, does not guarantee the accuracy, completeness, timeliness or correct sequencing of such information, and assumes no responsibility for content displayed on this Site provided by a third party. The Company cannot guarantee that information transmitted through the Internet is secure, or that such transmissions will be free from delay, interruption, interception or error although passwords or other security protections may be in use. The Company reserves the right to deny your site registration or access based on the Company’s inability to verify the authenticity of your registration information or otherwise. You shall be solely responsible for maintaining the confidentiality of your password. Unauthorized use of the Site and systems, including, but not limited to, unauthorized entry into the Company’s systems or misuse of any information is strictly prohibited. You may not use this Site in any manner that could damage, disable, overburden or impair any of Company site or service or interfere with any other party’s use and enjoyment of any Company site or service. You may not attempt to gain unauthorized access to any Company site or service, computer systems or networks connected to any Company site or service, through hacking, password mining or any other means. You agree that you will not engage in any activities related to this Site that are contrary to applicable laws or regulations. Your “Information” means any information and materials you provide to the Company or other users in connection with your registration for or use of the site. You hereby represent and warrant to the Company that your use of this Site and your Information will not be false, inaccurate, incomplete or misleading. This Terms of Use will be governed by and construed in accordance with the laws of Italy, without reference to its choice of law principles.
Nothing in this site or any communication with you means the company or any affiliates are subjecting themselves to laws or regulations or the jurisdiction pertaining to you. All site content and material, including, but not limited to documents, designs, logos, graphics, artwork, images, photographs, audio clips, video clips, databases, text, HTML and other material on the Site, including the selection and arrangement thereof, copyrights, trademarks, service marks and tradenames, can’t be used by you contrary to the arrangements with the Company or to the detriment of the Company and content available on this Site may only be downloaded, displayed, reformatted and printed for your personal, non-commercial use or for your use in relation to the Company. You may not reproduce, retransmit, distribute, disseminate, sell, publish, frame, broadcast or circulate the content available on this Site to anyone, including but not limited to, others in the same company or organization without the Company’s express prior written consent. Certain sections on this Site may contain separate terms and conditions, which are in addition to these terms and conditions. The Company retains the right, at its sole discretion, to terminate any access. In all situations the Company can make a determination the Company shall have the right to make that determination in it’s sole and absolute discretion and all protections relevant to statements made also protect affiliates of the company such as management, employees, advisers, and professionals.
Project Specific
It shall be deemed before any transaction or agreement with us, you have read and agree to this and other applicable sections. Oggi has acquired share of common stock of a subject Company and to a certain extent, for a profit, may resell shares to you, you being the purchaser. Oggi purchase and your purchase from Oggi is irrevocable. Oggi has relied upon information from the Company and you agree that Company information to you was prepared by the Company so both Oggi and you rely on that. As part of such resale to you and your holding of and future resale of such shares, certain confirmations from you are needed before any transaction with you is presented or undertaken. Those confirmation include, for example, you are not a U.S. Person, see below, or acting for any U.S. Person, you are sophisticated, and you are Accredited, as in the case of your net worth and or income, and you acknowledge certain things.
If you, to the extent, at any time, act as a Distributor (below) or resell a portion of the shares acquired, then as Distributor, you shall conform to this Agreement besides the fact you agree not to dispose of your shares by sale or otherwise unless in compliance with law. The Company refuses to record any transfer of the shares not made in accordance with the provisions of USA Regulation S and Regulation D (see below).
The undersigned hereby represents and warrants to whomever it may concern, as follows: the undersigned has carefully reviewed the Terms of Use and parts below, agrees any purchase of the shares is binding, has had a reasonable opportunity to ask questions of and receive answers about the issuing Company concerning the Company and the shares, has such knowledge and expertise in financial and business matters such that the undersigned is capable of evaluating the merits and risks involved in a purchase of the stock, the stock has not been registered under the U.S. Securities Act of 1933, as amended, or the laws of any state or jurisdiction, based upon an exemption from such registration believed to be applicable, the shares are “restricted securities” as said term is defined in U.S. SEC Rule 144, and U.S. Regulation S, the certificates for the stock may bear a legend to that effect, and the undersigned is an “accredited investor,” as defined below, and represents all business and source of purchase funds relating to purchase is legal. Use of proceeds will be by determination of the Company for business purposes. You hereby certify that you are not a U.S. Person and the offer to you was made and sold through an Offshore Transaction. (Certain capitalized terms defined below.)
The Company is supplying Piggyback Registration Rights. The following applies to the shares of common stock purchased: “Holders” shall mean any legal person legally holding the common stock. The Company will seek to file a registration statement on the appropriate form (the “Registration Statement”) with the SEC, by or sooner than January 1, 2021, and it will notify the Holder prior to filing and if the Holder notifies the Company in writing within 15 business days it so wishes, to include, as to the Holder, the shares, the Company will seek to do so. All registration expenses incurred in connection with any registration, qualification, exemption or compliance pursuant to filing in the U.S. per advice of Company counsel, shall be borne by the Company. All selling expenses relating to the sale of shares by or on behalf of Holders shall be borne by such Holders if the specific Holder chooses to sell. As a condition to the inclusion, each Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance. The Company makes no promise or representation that it will be successful as to such registration statements or otherwise. Each Holder must meet the requirements of the laws and regulations of their country and jurisdiction in order to benefit from any effective registration, including selling stock. We are independent of one another. The Company has agreed and should properly work with lawyers, accountants, auditors and others and handle arrangements and costs with such third parties, as reasonably requested and introduced by our firm, Oggi. This site, and mutual communications and any agreements and related matters as the purchaser shall be kept confidential except to the extent the parties must perform. Oggi can’t be deemed to have done a waiver to any of these statements unless such waiver is marked by Oggi as such a waiver. This site is governed by the laws of Italy without reference to conflict of laws and the venue for any action, claim or dispute in respect of this site or r purchase or any dealings between you and Oggi shall be a court of competent jurisdiction as is located in Milan, Italy.
By purchasing the shares, you also agree you are doing so for your own account as principal, not as a nominee or agent, for financial purposes only, and not with a view to, or for, immediate resale. , distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Securities or any portion thereof. The Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the laws.
Any resale of the Securities during the ‘distribution compliance period’ as defined in Rule 902(f) to Regulation S, 17 CFR § 230.902(f), shall only be made in compliance with exemptions from registration afforded by Regulation S. Since you may resell, you may be deemed a Distributor and as such state that no person involved with you is a Registered Representative of a Financial Industry Regulatory Authority, Inc. (“FINRA”) member firm and has no agreements or understandings, directly or indirectly, with any person to distribute the shares or any portion thereof. You also acknowledge:
1. In general, the Securities have not been registered and may not be offered or sold in the United States or to a “U.S. person” (see definition below) unless the securities are registered under the Securities Act of 1933, as amended (“Act”), or an exemption from the registration requirements of the Act is available. Also, hedging transactions involving these securities may not be conducted unless in compliance with the Act;
2. Offering restrictions have been implemented, including the inclusion, on all certificates to be issued, a statement that the interests are subject to Regulation S and specifically a legend to the effect (to the effect)……that transfer is prohibited except in accordance with the provisions of Regulation S (§§ 230.901 through 230.905, and Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act;
3. Our offer to Distributor is not made to a U.S. person or for the account or benefit of a U.S. person………you represent and promise you are not a U.S. person and that any resale by you will not be to a U.S. person;
4. You certify that you are not a U.S. person and you are not acquiring the securities for the account or benefit of any U.S. person and you have purchased securities in a transaction that did not require registration under the Act;
5. You agree to resell such securities only in accordance with the provisions of Regulation S ( including §§ 230.901 through 230.905, and Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration; and you agree not to engage in hedging transactions with regard to such securities unless in compliance with the Act;
6. The Company shall refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S (§§ 230.901 through 230.905, and Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration; and
7. Each distributor selling securities to a distributor, a dealer (as defined in section 2(a) (12) of the Act (15 U.S.C. 77b (a) (12)), or a person receiving a selling concession, fee or other remuneration, prior to the expiration of a one-year distribution compliance, agrees to send a confirmation or other notice to any purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to a distributor. Also, (I) That all offers and sales of the securities prior to the expiration of the distribution compliance period specified in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in § 230.903, as applicable, shall be made only in accordance with the provisions of § 230.903 or § 230.904; pursuant to registration of the securities under the Act; or pursuant to an available exemption from the registration requirements of the Act; and (ii) For offers and sales of equity securities of domestic issuers, not to engage in hedging transactions with regard to such securities prior to the expiration of the distribution compliance period specified in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in § 230.903, as applicable, unless in compliance with the Act; and (2) All offering materials and documents (other than press releases) used in connection with offers and sales of the securities prior to the expiration of the distribution compliance period specified in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in § 230.903, as applicable, shall include statements to the effect that the securities have not been registered under the Act and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities are registered under the Act, or an exemption from the registration requirements of the Act is available. For offers and sales of equity securities of domestic issuers, such offering materials and documents also must state that hedging transactions involving those securities may not be conducted unless in compliance with the Act. Such statements shall appear: (i) On the cover or inside cover page of any prospectus or offering circular used in connection with the offer or sale of the securities; (ii) In the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the securities; and (iii) In any advertisement made or issued by the issuer, any distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. Such statements may appear in summary form on prospectus cover pages and in advertisements.
8. Distributor represents it is NOT a U.S. person and complies with the following also:
(1) “U.S. person” means:
(i) Any natural person resident in the United States;
(ii) Any partnership or corporation organized or incorporated under the laws of the United States;
(iii) Any estate of which any executor or administrator is a U.S. person;
(iv) Any trust of which any trustee is a U.S. person;
(v) Any agency or branch of a foreign entity located in the United States;
(vi) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
(vii) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
(viii) Any partnership or corporation if:
(A) Organized or incorporated under the laws of any foreign jurisdiction; and
(B) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in § 230.501(a)) who are not natural persons, estates or trusts.
(2) The following are not “U.S. persons”:
(i) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;
(ii) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:
(A) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and
(B) The estate is governed by foreign law;
(iii) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;
(iv) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;
(v) Any agency or branch of a U.S. person located outside the United States if:
(A) The agency or branch operates for valid business reasons; and
(B) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and
(vi) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.
(l)United States. “United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia
9. Distributor agrees it understands and will comply with the following: § 230.903 Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing; conditions relating to specific securities. (a) An offer or sale of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing, shall be deemed to occur outside the United States within the meaning of § 230.901 if: (1) The offer or sale is made in an offshore transaction; (2) No directed selling efforts are made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing; and (3) The conditions of paragraph (b) of this section, as applicable, are satisfied.
(b)Additional conditions – (i) Offering restrictions are implemented; In the case of equity securities: (A) The offer or sale, if made prior to the expiration of a one-year distribution compliance period (or six-month distribution compliance period if the issuer is a reporting issuer), is not made to a U.S. person or for the account or benefit of a U.S. person (other than a distributor); and (B) The offer or sale, if made prior to the expiration of a one-year distribution compliance period (or six-month distribution compliance period if the issuer is a reporting issuer), is made pursuant to the following conditions: (1) The purchaser of the securities (other than a distributor) certifies that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person or is a U.S. person who purchased securities in a transaction that did not require registration under the Act; (2) The purchaser of the securities agrees to resell such securities only in accordance with the provisions of this Regulation S (§ 230.901 through § 230.905, and Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Act; (3) The securities of a domestic issuer contain a legend to the effect that transfer is prohibited except in accordance with the provisions of this Regulation S (§§ 230.901 through 230.905, and Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act; (4) The issuer is required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of this Regulation S (§§ 230.901 through 230.905, and Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if the securities are in bearer form or foreign law prevents the issuer of the securities from refusing to register securities transfers, other reasonable procedures (such as a legend described in paragraph (b)(3)(iii)(B)(3) of this section) are implemented to prevent any transfer of the securities not made in accordance with the provisions of this Regulation S; and (iv) Each distributor selling securities to a distributor, a dealer (as defined in section 2(a)(12) of the Act ( 15 U.S.C. 77b(a)(12)), or a person receiving a selling concession, fee or other remuneration, prior to the expiration of a 40-day distribution compliance period in the case of debt securities, or a one-year distribution compliance period (or six-month distribution compliance period if the issuer is a reporting issuer) in the case of equity securities, sends a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to a distributor.
§ 230.905 Resale limitations. Equity securities of domestic issuers acquired from the issuer, a distributor, or any of their respective affiliates in a transaction subject to the conditions of § 230.901 or § 230.903 are deemed to be “restricted securities” as defined in § 230.144. Resales of any of such restricted securities by the offshore purchaser must be made in accordance with this Regulation S ( § 230.901 through § 230.905, and Preliminary Notes), the registration requirements of the Act or an exemption therefrom. Any “restricted securities,” as defined in § 230.144, that are equity securities of a domestic issuer will continue to be deemed to be restricted securities, notwithstanding that they were acquired in a resale transaction made pursuant to § 230.901 or § 230.904.
10. The “Distributor” agrees it is an “Accredited investor” which means an entity that meets the definition of Accredited Investor as follows, including its owner: A person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: (5) Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000. (i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5): (A) The person’s primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person’s net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. And or (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. And or (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); And or (8) Any entity in which all of the equity owners are an accredited investor.