WARRANT To Purchase ________ Shares of Common Stock of LION CAPITAL HOLDINGS, INC.Warrant Agreement • October 23rd, 2009 • Lion Capital Holdings Inc • Telephone communications (no radiotelephone)
THIS WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________ , 2009 (the “Initial Exercise Date”) and on or prior to the two-year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Lion Capital Holdings, Inc., a Delaware corporation (the “Company”), up to ________ shares (the “Warrant Shares”) of common stock, no par value per share, of the Company (the “Common Stock”). The purchase price of each share of Common Stock (the “Exercise Price”) under this Warrant shall be $___, subject to adjustment hereunder.
AGREEMENT AND PLAN OF MERGER BETWEEN LION CAPITAL HOLDINGS, INC., AND DeFi MOBILE LTD. DATED AS OF JULY 10, 2009Merger Agreement • July 15th, 2009 • Lion Capital Holdings Inc • Telephone communications (no radiotelephone) • Delaware
This Agreement and Plan of Merger, dated as of June __, 2009 (this “Agreement”), is by and among Lion Capital Holdings, Inc., a Delaware corporation (“Parent”), DeFi Mobile, Ltd, a Delaware corporation (the “Company”), and Jeff Rice and David Thomas, in their capacity as Joint Representatives.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 23rd, 2009 • Lion Capital Holdings Inc • Telephone communications (no radiotelephone)
THIS AGREEMENT (the “Agreement” and/or the “Share Exchange”) is entered into on the date signed below (“Agreement Date”) and shall take effect as of October 12, 2009 (“Effective Date”), between Lion Capital Holdings, Inc., a Delaware corporation (“Lion”) and DeFi Mobile, Ltd., a Delaware corporation (“DeFi”).
LETTER OF INTENTLetter of Intent • July 21st, 2009 • Lion Capital Holdings Inc • Telephone communications (no radiotelephone)
This Letter of Intent is made by and between Lion Capital Holdings, Inc., a Delaware corporation (hereinafter referred to as “Lion”) and Publisher X, LLC., with its principal place of business is located at 4280 26th Street, San Francisco, CA 94131 (hereinafter referred to as “Pub X”).
DeFi Shareholder Share Exchange AgreementShare Exchange Agreement • October 23rd, 2009 • Lion Capital Holdings Inc • Telephone communications (no radiotelephone)
LETTER OF INTENTLetter of Intent • July 21st, 2009 • Lion Capital Holdings Inc • Telephone communications (no radiotelephone) • Delaware
This Letter of Intent is made by and between Lion Capital Holdings, Inc., a Delaware corporation (hereinafter referred to as “Lion”) and Fun Finder, Inc. a Delaware Corporation (hereinafter referred to as “Target”).This Letter of Intent is being entered into to confirm our understanding the principal terms and conditions of the transaction and our mutual willingness to proceed in mutual good faith to work toward a definitive written acquisition agreement (“Purchase Agreement”) consistent with these terms. By this Agreement, Lion Capital Holdings, Inc. (“Lion”) has the irrevocable right to acquire Target on or before August 30, 2009 on the following terms and conditions:
AMENDMENT NO.2 TO AGREEMENT AND PLAN OF MERGER BETWEEN LION CAPITAL HOLDINGS, INC., AND DEFI MOBILE LTD.Defi Merger Agreement • October 23rd, 2009 • Lion Capital Holdings Inc • Telephone communications (no radiotelephone)
Amendment No. 2, including Exhibit A and the Share Exchange Agreement attached hereto, (collectively the “Amendment”) dated as of September 29, 2009, between Lion Capital Holdings, Inc., a Delaware corporation (“Parent”), and DeFi Mobile, Ltd., a Delaware corporation (the “Company”), to the Agreement and Plan of Merger Agreement between the parties dated as of July 10, 2009, as amended by Amendment No.1, dated August 7, 2009 (the “Agreement”).
