AIAdvertising Inc (AIAD)

[GUNSMOKE]

AIAD ! HOW DID YOU GET THAT # ? We need underwriters if we want to get big like most companies . We can grow bigly now .

Purchase Agreement with GHS Investments, LLC



On March 28, 2022, we entered into the Purchase Agreement with GHS, which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to sell to GHS up to $10,000,000 of shares (“Purchase Shares”) of our common stock as described below.



The Company has the right, in its sole discretion, subject to the conditions and limitations in the Purchase Agreement, to direct GHS, by delivery of a purchase notice from time to time (a “Purchase Notice”) to purchase (each, a “Purchase”) over the one-year term of the Purchase Agreement, a minimum of $10,000 and up to a maximum of the lower of: (1) one hundred percent (100%) of the average daily trading dollar volume of the Company’s common stock during the ten trading days preceding the Purchase Date; or (2) one million dollars ($1,000,000), provided that the parties may agree to waive such limitations. The aggregate value of Purchase Shares sold to GHS may not exceed $10,000,000. Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares in accordance with the terms of this Agreement.



The number of Purchase Shares we will issue under each Purchase will be equal to 112.5% of the Purchase Amount sold under such Purchase, divided by the Purchase Price per share (as defined under the Purchase Agreement).



The Purchase Price is defined as the lower of (a) 90% of the lowest volume weighted average price during the Valuation Period; or (b) the Closing Price for our common stock on the trading day preceding the date of the Purchase Notice. The Purchase Price will be subject to a floor of $.01 per share, at or below which the Company will not deliver a Purchase Notice. The Valuation Period is the ten consecutive business days immediately preceding, but not including, the date a Purchase Notice is delivered.



The Purchase Agreement prohibits us from directing GHS to purchase any shares of common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by GHS and its affiliates, would result in GHS and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock.



There are no trading volume requirements or restrictions under the Purchase Agreement. We will control the timing and amount of any sales of our common stock to GHS.



Events of default under the Purchase Agreement include the following:



?
the effectiveness of the registration statement for the Purchase Shares lapses for any reason or is unavailable for the issuance to or resale by GHS of the Purchase Shares;



? the suspension of our common stock from trading for a period of two business days;


?
the delisting of the Company’s common stock from the OTC Pink; provided, however, that the common stock is not immediately thereafter trading on the Nasdaq Capital Market, New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American, or the OTCQB or OTCQX;



?
the failure for any reason by the transfer agent to issue Purchase Shares to GHS within three business days after the applicable date on which GHS is entitled to receive such securities;



?
any breach of the representations and warranties or covenants contained in the Purchase Agreement if such breach would reasonably be expected to have a material adverse effect and such breach is not cured within five business days;



?
insolvency or bankruptcy proceedings are commenced by or against us, as more fully described in the Purchase Agreement; or



? if at any time we are not eligible to transfer our common stock electronically via DWAC.


So long as an event of default (all of which are outside the control of GHS) has occurred and is continuing, the Company may not deliver a Purchase Notice to GHS.



This offering will terminate on the date that all shares offered by this prospectus supplement have been sold or, if earlier, the expiration or termination of the Purchase Agreement. We and GHS each have the right to terminate the Purchase Agreement at any time upon thirty days notice. In the event of bankruptcy proceedings by or against us, the Purchase Agreement will automatically terminate without action of any party.



The above description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is incorporated by reference into this prospectus supplement.