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Mr. Crowd University

Course 5:Offer, Purchase and Issuance of Securities under Regulation Crowdfunding

1. To commit an investment, an investor will submit an investment ticket on the securities offering page with the quantity of shares the investor wants to invest. After the submission of the investment ticket, the investor will be instructed to execute a Share Subscription Agreement by signing it electronically.

2. Once the Share Subscription Agreement is signed and executed, the investor will receive an email confirmation of the investment commitment. The investor can also find his or her investment commitment on the "My Portfolio" page on Mr. Crowd.

3. Upon receiving the confirmation of the investment commitment, the investor will be responsible for transferring funds to an escrow account held with by a third party escrow agent on behalf of the issuer. The fund transfer methods can be ACH, wiring, or check, whichever available.

4. Once the funds are transferred to the escrow account, the investor will receive another email confirmation to acknowledge that his or her funds are received.

5. The investor will receive email updates on the latest progress of the offering, including when 50%, 75% and 100% of the minimum fundraising target are met.

6. The investor's funds will be transferred from the escrow account to the issuer on the deadline of the offering identified in the Form C - Offering Statement (Original Deadline), except in the following situation where the funds will be transferred to the issuer earlier than the Original Deadline:

  • when the minimum funding target is met prior to the Original Deadline and;
  • the Form C - Offering Statement and the information of the securities offering have been posted and publicly available on Mr. Crowd for at least 21 days and;
  • the issuer chooses to end the offering earlier than the Original Deadline and;
  • the issuer has notified the investor by email the new deadline for the securities offering (New Deadline) at least 5 business days before the New Deadline and the investor doesn't cancel his or her investment commitment on the "My Portfolio" page on Mr. Crowd 48-hours prior to the New Deadline.

7. The securities issued in the offering will be in book-entry form only, which means that no physical stock certificates will be issued. The ownership of the securities purchased through the offering will be held in the investor's name in book-entry format by the issuer's transfer agent.


How does an investor cancel an investment commitment?

Investors can cancel their investment commitments until 48 hours prior to the deadline identified in the issuer's Form C - Offering Statement. This can be done via the  "My Portfolio" page on the Funding Portal. Investors who have cancelled their investment commitments will receive a refund of their original investments.

Mr. Crowd will notify investors by email if the minimum funding target has been met. If the minimum funding target is met prior to the deadline identified in the Form C - Offerfing Statement, the issuer may end this securities offering earlier by giving investors notice of the new deadline for the securities offering by e-mail at least 5 business days before the new deadline. Investors can cancel their investment commitment before the 48-hour period prior to the new deadline. Investors who have cancelled their investment commitments will receive a refund of their original investments.

If there is a material change to the terms of this offering or to the information provided by the issuer, Mr. Crowd will send to any investor who has made an investment commitment notice of the material change by email and that the investor's investment commitment will be cancelled unless the investor reconfirms his or her investment commitment within five business days of receipt of the notice. If the investor fails to reconfirm his or her investment within those five business days, Mr. Crowd within five business days thereafter will: (i) Give or send the investor a notification disclosing that the commitment was cancelled, the reason for the cancellation and the refund amount that the investor is expected to receive; and (ii) Direct the refund of investor funds.

If the issuer does not complete an offering including the failure of meeting the minimum funding target, Mr. Crowd will within five business days: (i) Give or send each investor a notification of the cancellation, disclosing the reason for the cancellation, and the refund amount that the investor is expected to receive; (ii) Direct the refund of investor funds.



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IMPORTANT LEGAL NOTICE: Ksdaq Inc. owns and operates Mr. Crowd (www.MrCrowd.com), a funding portal (the "Funding Portal") registered with the Securities and Exchange Commission (SEC) and a member of the Financial Industry Regulatory Authority (FINRA) [FINRA Funding Portal Members]. By accessing the Funding Portal and any pages on the Funding Portal, you agree to be bound by the Terms of Use and Privacy Policy, as may be amended from time to time without notice or liability. Securities offerings posted on the Funding Portal are limited to Regulation Crowdfunding, Regulation A and Regulation D offerings.
  • Regulation Crowdfunding offerings on the Funding Portal are conducted through Ksdaq Inc.
  • Regulation A and Regulation D offerings on the funding portal are not conducted through Ksdaq Inc.
  • Regulation A and Regulation D offerings are for informational and solicitation of interest (testing the waters) purposes only.
  • Investors must acknowledge and accept the high risks associated with investing in private securities offerings. These risks include holding your investment for periods of many years with limited ability to resell, limited access to periodic reporting, and losing your entire investment. You must have the ability to bear a total loss of your investment without a change in your lifestyle. Funding Portal is only required to conduct limited due diligence on each Issuer and does not in any way give investment advice, provide analysis or recommendations regarding any offering posted on the Funding Portal. Past performance is not indicative of future performance. All investors should make their own determination of whether or not to make any investment in an offering, based on their own independent evaluation and analysis and after consulting with their financial, tax and investment advisors. Prior to making any investment, you will be required to demonstrate your understanding of the speculative nature of investing in such private securities. The securities offered on this Funding Portal can only be marketed in jurisdictions where public solicitation of offerings are permitted; it is solely your responsibility to comply with the laws and regulations of your country of residence. You are strongly advised to consult your legal, tax and financial advisor before investing.

    You can learn more about investing in crowdfunding from the SEC, FINRA or NASAA.

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