CHICAGO, IL--(Marketwired - Oct 4, 2017) - Epazz, Inc. (OTC PINK: EPAZ), a
leading provider of cloud-based business software solutions, announced that it is raising capital under Reg CF in order to reach
the goal of $1 million. The funds will be used to add to the company's sales, marketing, and software-development force to focus
on selling ZenaPay Bitcoin Cannabis Payment Solution and other cloud-based business software solutions and to increase the speed
of its software development cycles to release new updates and new products.
The company will soon release a demo video of the ZenaPay bitcoin cannabis payment mobile app. The company is finishing up
registration with Apple's App Store in order to release the app. Later, the company will finish development of the Android
version of ZenaPay.
Epazz CEO Shaun Passley, PhD, noted, "We are pleased to announce our Unit Offering to the public." Shaun continued, "This
up-to-$1 million offering should allow Epazz to continue to grow the free cash flow, earnings per share, and market share."
The terms of the offering are expected to be as follows. Please note that these are only an indication of terms, and final
terms will be outlined in the final definitive legal documents. This transaction is only open to accredited investors and
institutional investors. Expected terms of the unit offering:
Epazz Unit Offering of Revenue Sharing Preferred Shares Series D up to $1 million under Reg CF
Proposed Terms
Issuer:
Epazz, Inc. (the "Issuer").
Offering:
Revenue Sharing Preferred Stock Series D ("Preferred Stock") via Reg CF of the Jobs
Act ($0.25 per Preferred Share). Minimum investment of $1,000 or 4,000 Preferred Shares, plus Transfer Agent cost of $35 per
certificate.
Offering Amount:
Up to US $1 million (4,000,000 Preferred Shares Series D).
Investors:
Institutional, Accredited, and Non-accredited Investors ("Holders").
Use of Proceeds:
The Company intends to use the net proceeds for marketing, sales, software development, and general working
capital purposes and other necessary expenditures as determined at the discretion of management.
Commencement Date:
Commencing with the first full calendar month following the closing, within thirty (30) calendar days
following the end of each calendar month, the Company will begin making cash payment (collectively, the "Monthly
Revenue Share Amount") to the holders of preferred shares.
Revenue Share Percentage:
The Monthly Revenue Share Amount will be in an amount equal to up to 7% of Company Gross Revenues for such
calendar month. Each Revenue Sharing Investor's pro rata share of the Monthly Revenue Share Amount shall be determined by
dividing such Holder's investment amount by the investment amounts of all Holders as of the first day of the calendar month
applicable to such Monthly Revenue Share Amount.
Maximum Revenue Share Amount:
The Monthly Revenue Share Amount will continue to be paid until each Holder has received aggregate payments in
an amount equal to 1.25 times such Holder's investment amount (each such Holder's "Maximum Revenue Share
Amount").
Revenue Definition:
For any applicable calendar month, Company Gross Revenues will be an amount equal to all gross revenues from
the sale of products or services by the Company or any parent, subsidiary, or affiliate of the Company during such calendar month
as determined under US generally accepted accounting principles, consistently applied.
Termination Date:
In the event the Holder has not received the Maximum Revenue Share Amount prior to December 31, 2020 (the
"Maturity Date"), the Company shall convert the Preferred Shares into Common A shares, on or before the
Maturity Date, an amount equal to the Maximum Revenue Share Amount less the sum of all previous payments made by the Company to
the Holder at the Market Price of the Common A shares.
Manner of Payment:
All such payments to the Holder shall be deposited into a bank account of the Holder's choosing at the time of
investment, or any successor account thereto which may be established by the Holder, or provided via check to the Holder. The
Holder will have an option not to receive cash payment in favor of future conversions into Common A shares.
Overdue Payments:
The Company shall be assessed a late payment charge at an annual rate equal to three percent (3%) of any
Monthly Revenue Share Amount not paid within ten (10) business days of becoming due. This late payment charge is cumulative and
assessed once per month from the due date until the date of payment thereof and shall accrue and be added to any balance of
unpaid amounts subject to late payment.
Forced Conversion:
Preferred Shares may be Force Converted into Common A shares (with 5 business days' notice from the Issuer) an
amount equal to the Maximum Revenue Share Amount less the sum of all previous payments made by the Company to the Holder at the
Market Price of the Common A if and only if the Issuer's Common A stock is quoted on a national stock exchange such as Nasdaq or
New York Stock Exchange.
The terms and conditions set forth herein are subject to change, and this letter does not constitute an offer and are
indicative and subject to change based on market conditions. Neither this term sheet nor any discussion or negotiation of the
proposed transaction constitutes an agreement or obligation on the part of any person to purchase or sell securities of Issuer or
enter into any agreement to purchase securities of Issuer.
For more information about the offering or to receive a prospectus, please go to http://investors.epazz.com or investors@epazz.net.
About ZenaPay (www.zenapay.com)
ZenaPay is being developed to solve a major problem in the "420 industry": getting paid. For cannabis-related businesses, the
largest issue they face is how to be paid for their products. Traditional banking systems will not allow 420 industries access to
their payment systems. ZenaPay will offer a cutting-edge payment solution that offers consumers a way to buy cannabis online or
in stores using bitcoin. The new cannabis payment software will allow
consumers to use the digital currency to make online or in-store purchases with ease. Additionally, the process will be anonymous
because all transaction details are encrypted through bitcoin. This will allow stores to accept digital currency instead of only
cash.
About Epazz, Inc. (www.epazz.com)
Epazz, Inc. is a leading cloud-based software company that specializes in providing customized cloud applications to the
corporate world, higher-education institutions, and the public sector. Epazz BoxesOS™ v3.0 is the complete web-based business
software package for small- to mid-sized businesses, Fortune 500 enterprises, government agencies, and higher-education
institutions. BoxesOS provides many web-based applications that organizations must otherwise buy separately. Epazz's other
products are AgentPower™, a workforce management software, and AutoHire™, an applicant-tracking system.
SAFE HARBOR
"Safe harbor" statements are protected under the Private Securities Litigation Reform Act of 1995: Certain statements contained
in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements generally can be identified by the use of such terms as "may," "expect," "intend," "estimate,"
"anticipate," "believe," "continue," or the negatives thereof or similar terminology. Such forward-looking statements are subject
to risk, uncertainties, and other factors that could cause actual results to differ materially from future results or from
results implied by such forward-looking statements. Investors are cautioned that any forward-looking statements are not
guarantees of future performance and that actual results may differ materially from those contemplated by such forward-looking
statements. Epazz, Inc. assumes no obligation, does not intend to update these forward-looking statements, and takes no
obligation to update or correct information prepared by third parties that is not paid for by Epazz, Inc. Investors are
encouraged to review Epazz's public filings on SEC.gov, including its unaudited and audited financial statements, Registration
Statement, and Form 10-Ks and Form 10-Qs, which contain general business information about the Company's operations as well as
results of operations and risks associated with the Company and its operations.