EX-2.1
from S-1/A
2 pages
Drawdown Equity Financing Facility March 17, 2009 Company Crystal Research Corporation Otcbb: Cysa (The “Company”) Financing Amount Auctus Private Equity Fund, LLC (The “Investor”) Shall Commit to Purchase Up to Ten Million Dollars ($10,000,000) of the Company’s Common Stock on an As-Needed Basis Over the Course of Thirty-Six (36) Months After a Registration Statement of the Common Stock Is Declared Effective by the Securities and Exchange Commission (S.E.C.) (The “Commitment Period”). Securities Common Stock of the Company Issued Pursuant to a Registration Statement Filed With the SEC. Drawdown During the Commitment Period, the Company Has the Right, but Not the Obligation, to Issue a Notice Which Shall Specify the Dollar Amount of Common Stock That the Company Elects to Sell to the Investor (Each Notice, a “Drawdown”) Up to an Amount Equal to the Maximum Drawdown Amount, Which the Investor Shall Be Obligated to Accept. the Company Shall Inform the Investor in Writing by Sending a Completed Drawdown Notice Before Commencement of Trading on the First Trading Day of the Related Drawdown Pricing Period. Drawdown Notice Date the Date on Which the Investor Receives a Drawdown Notice Shall Be No Less Than Five (5) Business Days After Any Prior Drawdown Notice Date. Maximum Drawdown Amount the Amount That the Company Shall Be Entitled to Request From Each Drawdown Shall Not Exceed Either (I) One Hundred Fifty Thousand Dollars ($150,000) Per Drawdown, or (II) Two Hundred (200%) of the Average Daily Volume Based on the Trailing Ten (10) Days Preceding the Drawdown Notice Date, Whichever Is Larger. Drawdown Price Upon Each Drawdown, the Company Will Sell to the Investor the Common Stock at a “Drawdown Price” Equal to Ninety Three Percent (93%) of the Lowest Closing Bid Price of the Common Stock During the Drawdown Execution Period. Drawdown Execution Period the Five (5) Consecutive Trading Days Immediately After the Drawdown Notice Date
12/34/56
