WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATEWarrant Agreement • December 6th, 2007 • Surfect Holdings, Inc • Special industry machinery, nec
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2007 • Surfect Holdings, Inc • Special industry machinery, nec
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December ___, 2007, among Surfect Holdings, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
MINING OPTION AGREEMENTMining Option Agreement • March 21st, 2006 • Windy Creek Developments, Inc. • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of $10.00 now paid by the Optionee to the Optionor (the receipt of which is hereby acknowledged), the parties agree as follows:
WARRANTWarrant Agreement • November 30th, 2006 • Surfect Holdings, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 11th, 2008 • Surfect Holdings, Inc • Special industry machinery, nec • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Surfect Holdings, Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of up to 150 Units at a purchase price of $20,000 per Unit for a maximum aggregate purchase price of $3,000,000. Each Unit consists of 500,000 shares of its common stock, $0.0001 par value per share (the “Shares”), at a purchase price of $0.04 per Share ( “Purchase Price”) and (i) a five-year warrant to purchase an aggregate of 250,000 Shares at $0.06 per share and (ii) a five-year warrant to purchase an aggregate of 250,000 Shares at $0.12 per share (collectively, the “Warrants”). As used herein, the term “Units” means such Units, and all Shares and Warrants underlying the Units.
ACKNOWLEDGMENT AND AGREEMENT TO MODIFICATION OF WAIVER AND INVESTMENT AGREEMENTWaiver and Investment Agreement • December 20th, 2007 • Surfect Holdings, Inc • Special industry machinery, nec
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in that certain Securities Purchase Agreement, dated as of June 1, 2007, as amended by the Joinder and First Amendment to Securities Purchase Agreement, dated as of July 20, 2007, among Surfect Holdings, Inc. (the “Company”) and the Bridge Investors (the “Purchase Agreement”) entered into in connection with the Company’s 10% senior secured convertible promissory notes due October 29, 2007 in the original principal amount of $1.8 million (the “Bridge Loan”) and related bridge loan documents (the “Bridge Loan Documents”), as amended through the date hereof or in the Waiver (as defined below).
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 18th, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 12, 2006 (the “Agreement”), between Windy Creek Developments, Inc., a Nevada corporation (the “Corporation”) and Windy Creek Developments, Inc., a Delaware corporation (the “Subsidiary”).
Surfect Holdings, Inc.Engagement Letter • December 6th, 2007 • Surfect Holdings, Inc • Special industry machinery, nec
Reference is made to the Engagement Letter, dated November 28, 2007 (“Letter”), between Surfect Holdings, Inc. (the “Company) and Westminster Securities Corp. Section 2 of the Letter shall be deleted in its entirety and replaced with the following in lieu thereof:
SUPPLEMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • December 6th, 2007 • Surfect Holdings, Inc • Special industry machinery, nec
This Supplement No. 1 to Subscription Agreement (this “Supplement”), dated December 4, 2007, amends and supplements certain information contained in the Subscription Agreement (“Subscription Agreement”) of Surfect Holdings, Inc., a Delaware corporation (the “Company”) in connection with the offer to purchase dated as of November 30, 2007. Each purchaser identified on the signature page to this Supplement (the “Subscriber”) is requested to (i) acknowledge and reconfirm its investment in the Company’s private offering of up to 150 Units at a purchase price of $20,000 per Unit up to a maximum offering amount of $3,000,000 (the “Offering”) and (ii) notwithstanding anything to the contrary in the Subscription Agreement, agree to the Offering terms as modified or supplemented below. Each capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Subscription Agreement.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New Mexico
This SEPARATION AGREEMENT AND RELEASE (“Agreement”) is entered into this 18th day of August, 2005 (the “Effective Date”), between Surfect Technologies, Inc., together with each of its parents, subsidiaries, affiliates, directors, officers, and agents (collectively the “Employer”) on the one hand, and Thomas Griego (“Employee”) on the other hand. The Employer and Employee are jointly referred to as the “Parties.”
SURFECT HOLDINGS, INC. STOCK OPTION AGREEMENT UNDER THE 2006 STOCK PLANStock Option Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
The Company hereby grants to the Optionee an option (the “Option”) to purchase shares of the Company’s common stock (the “Option Shares”) under the Surfect Holdings, Inc. 2006 Stock Plan (the “Plan”) upon the terms and conditions of the Plan and this Agreement. Capitalized terms used herein that are not otherwise defined shall have the meanings set forth in the Plan, which is hereby incorporated herein by reference. In the event of a conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall govern.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • January 25th, 2008 • Surfect Holdings, Inc • Special industry machinery, nec • Arizona
THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is entered into as of the 25th day of September, 2007, by and between, MILES PRIM (“Employee”) and SURFECT TECHNOLOGIES, INC. (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This Consulting Agreement (the “Agreement”), effective as of August 1, 2006 is entered into by and between SURFECT TECHNOLOGIES, INC., a Delaware corporation (herein referred to as the “Company”) and Vision Advisors, Inc., a California corporation (herein referred to as the “Consultant”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
market value (as defined below) of one share of the Company’s Common Stock remains equal to or greater than $3.00 over any consecutive 20 day period (the “Threshold Period”), the Company shall have the option to purchase this Warrant from Warrantholder for $0.05 per Warrant Share. To exercise this call option, the Company shall, within 30 days following termination of the Threshold Period, and at least 30 days prior to exercise of the option, provide the Warrantholder with written notice specifying the date the option will be exercised. The Warrantholder then shall have 10 days after receipt of such notice to exercise its rights under this Warrant.
AGREEMENTConsulting Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New Mexico
This Agreement dated as of June 16, 2006 by and between Surfect Technologies Inc a Delaware corporation (the “Company”), and Mark Groussman, Barry Honig, and RB & AJ Associated Holdings, Inc., a California Corporation, Robert B. Prag, CEO (“Consultants”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • January 25th, 2008 • Surfect Holdings, Inc • Special industry machinery, nec • Arizona
THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is entered into as of the 7th day of January, 2008, by and between, Mark W. Eichhorn (“Employee”) and SURFECT TECHNOLOGIES, INC. (the “Company”).
LOCK-UP AGREEMENTLock-Up Agreement • December 6th, 2007 • Surfect Holdings, Inc • Special industry machinery, nec • New York
The undersigned is a director and/or beneficial owner of shares of common stock, par value $0.0001 per share (“Common Stock”), of Surfect Holdings, Inc., a Delaware corporation (the “Company”). The undersigned understands that the Company will offer up to $3 million of its shares of Common Stock to accredited investors in a private placement offering at $0.04 per share (the “Funding Transaction”). The undersigned also understands that Westminster Securities Corporation has acted as placement agent with respect to the Funding Transaction (the “Placement Agent”). The undersigned understands that the Company and the Placement Agent will proceed with the Funding Transaction in reliance on this Agreement.
MEMBER NEW YORK STOCK EXCHANGEInvestment Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This letter shall set forth our agreement (“Agreement”) with respect to the non-exclusive services to be provided by Westminster Securities Corp. (“Westminster”) to Surfect Technologies, Inc. (the “Company”), in connection with the Company’s desire to raise up to $3 million in equity financing (“Transaction”), upon terms and conditions proposed by or agreeable to the Company. Westminster will endeavor to introduce to the Company, in writing (via email, facsimile, or hard copy letter), individuals or entities that may have an interest in investing in the Transaction (together with their affiliated employees, funds and management companies, “Investors”). For clarity, “Investors” shall only include such Investors introduced by Westminster. We hereby agree as follows:
MEMBER NEW YORK STOCK EXCHANGEEngagement Letter • December 6th, 2007 • Surfect Holdings, Inc • Special industry machinery, nec • New York
We are pleased to submit to you this binding Engagement Letter (the “Agreement”) that sets forth the arrangement whereby Westminster Securities Corp. (“Westminster”) will act as exclusive placement agent to Surfect Holdings, Inc. and its successor corporations or partnerships (collectively referred to as the “Company”) in connection with a bridge loan financing for the Company of up to $120,000; followed by up to $5,000,000 in common stock or other equity-linked securities, in one or more financings (collectively, the “Financing”), in amounts and upon terms acceptable to the Company.
WAIVER AND INVESTMENT AGREEMENTWaiver and Investment Agreement • December 20th, 2007 • Surfect Holdings, Inc • Special industry machinery, nec • New York
This Waiver and Investment Agreement (this “Agreement”) is dated as of November 30, 2007, by and among Surfect Holdings, Inc., a Delaware corporation (the "Company"), and each existing bridge investor identified on the signature pages hereto (the “Bridge Investors”)
SEPARATION AGREEMENT AND RELEASESeparation Agreement • March 22nd, 2007 • Surfect Holdings, Inc • Special industry machinery, nec
This Separation Agreement and Release (“Agreement”) is entered into between Doug Welter ("Employee") on the one hand, and Surfect Technologies, Inc., together with each of its managers, parents, successors, subsidiaries, affiliates, directors, officers, agents and employees (collectively the "Company") on the other hand. The Employee and Company are jointly referred to as the “Parties."
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among WINDY CREEK DEVELOPMENTS, INC., SURFECT ACQUISITION CORP. and SURFECT TECHNOLOGIES, INC.Merger Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on September 27, 2006, by and among Windy Creek Developments, Inc., a Delaware corporation (“Parent”), Surfect Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Surfect Technologies, Inc., a Delaware corporation (the “Company”).
