ContractWarrant to Purchase Common Stock • May 18th, 2011 • FNDS3000 Corp • Functions related to depository banking, nec
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.
ContractWarrant Agreement • January 28th, 2011 • FNDS3000 Corp • Functions related to depository banking, nec
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.
ContractWarrant Agreement • December 4th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.
ContractPrivate Placement Subscription Agreement • October 25th, 2010 • FNDS3000 Corp • Functions related to depository banking, nec • Florida
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES NOT INVOLVING ANY PUBLIC OFFERING PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
COMMON STOCK PURCHASE WARRANT FNDS3000 CORPSecurity Agreement • June 22nd, 2010 • FNDS3000 Corp • Functions related to depository banking, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Bank Julius Baer & Co Ltd, Zurich (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 the date hereof (the “Initial Issuance Date”) and on or prior to the close of business on the two year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from FNDS3000 Corp, a Delaware corporation (the “Company”), up to 5,714,286 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), effective as of this 30th day of November, 2009, is made by and between FNDS3000 Corp., a Delaware corporation (the “Company”); and the Investors set forth on the signature page (“Investors”).
MEMBERSHIP INTEREST PLEDGE AGREEMENTMembership Interest Pledge Agreement • November 4th, 2008 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia
THIS MEMBERSHIP INTEREST PLEDGE AGREEMENT, dated as of October 29, 2008, is executed and delivered by FNDS3000 CORP., a Delaware corporation (the “Pledgor”), in favor of SHERINGTON HOLDINGS, LLC, a Georgia limited liability company (the “Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 8th, 2008 • FNDS3000 Corp • Functions related to depository banking, nec • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 10th day of June 2008, between David Fann (“Executive”) and FNDS3000 Corp., a Delaware corporation (the “Company”).
ContractPrivate Placement Subscription Agreement • November 8th, 2006 • Fundstech Corp • Delaware
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
ContractConvertible Promissory Note • April 14th, 2010 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS AND IN ACCORDANCE WITH THE PROVISIONS OF REGULATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAW. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
SECURITY AGREEMENTSecurity Agreement • July 8th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia
THIS SECURITY AGREEMENT is dated as of July 1, 2009 between FNDS3000 CORP., a Delaware corporation (the “Debtor”), and SHERINGTON HOLDINGS, LLC, a Georgia limited liability company (the “Secured Party”).
FNDS3000 CORP. AND ATLAS MERCHANT SERVICES, LLC AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 5th, 2008 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia
This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, effective as of December 1, 2008 (this “Agreement”), is entered into by and between FNDS3000 CORP., a Delaware corporation (the “Parent”), with its principal executive office at 818 A1A North, Suite #201, Ponte Vedra Beach, FL 32082 (the “Principal Office”), ATLAS MERCHANT SERVICES, LLC, a Nevada limited liability company (the “Subsidiary” and, together with the Parent, the “Issuers”) with its principal executive office at the Principal Office, and SHERINGTON HOLDINGS, LLC, a Georgia limited liability company (“Purchaser”).
ContractWarrant Agreement • January 28th, 2011 • FNDS3000 Corp • Functions related to depository banking, nec
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.
AMENDMENTSettlement/Membership Interest Purchase Agreement • October 26th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec
This Amendment (the “Amendment”) dated as of October 20, 2009 (the “Effective Date”) is by and among Victor F. Gerber (“Gerber”), Atlas Merchant Services, Inc., a Georgia corporation (“Atlas, Inc.”), Atlas Merchant Services, LLC, a Nevada limited liability company (the “Company”) and FNDS3000 Corp, a Delaware corporation (“Seller”). Seller, Gerber, Company and Atlas, Inc. are sometimes referred to herein singly as, a “Party,” and collectively as, the “Parties.”
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into effective as of the 1st day of July, 2009 by and among FNDS3000 Corp., a Delaware corporation (the “Company”), and Sherington Holdings, LLC (the “Investor”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement (as defined below).
Terms of Marketing Agreement Between Global Cash Card Corporation And FundsTech Corp.Marketing Agreement • November 8th, 2006 • Fundstech Corp • Nevada
This document shall form the binding Marketing Agreement between World Processing, Ltd, and Global Cash Card Corporation (combined, “Global Cash Card Corporation and herein, “GCC”) on the one hand AND FundsTech Corp (herein, “FTC”) on the other hand, (together, the “Parties”), under which FTC shall provide sales and referral services to GCC subject to the following terms and conditions:
Fee AgreementFee Agreement • June 22nd, 2010 • FNDS3000 Corp • Functions related to depository banking, nec • Florida
THIS AGREEMENT is made this 20th day of May 2010 by and between Mr. Pierre Besuchet with a principal place of business at (“Besuchet”)http://www.1shoppingcart.com/app/aftrack.asp?afid=29619 and FNDS3000 Corp., a Delaware corporation, with its principal place of business at 4651 Salisbury Road, Suite #485, Jacksonville, Florida 32256 (the “Company”).
ASSET PURCHASE AGREEMENT dated as of June 30, 2008Asset Purchase Agreement • July 10th, 2008 • FNDS3000 Corp • Functions related to depository banking, nec • Florida
This ASSET PURCHASE AGREEMENT (this "Agreement"), is made and entered into effective as of June 30, 2008 (the “Effective Date”), by and between * (“Purchaser”), and * (“Seller”), a Delaware corporation.
COMMITMENT AGREEMENTCommitment Agreement • October 25th, 2010 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware
This Commitment Agreement (this “Agreement”), dated as of October 19, 2010, is entered into by and between FNDS3000 Corp, a Delaware corporation (the “Company”), and Sherington Holdings, LLC, a Florida limited liability company (“Sherington”). The Company and Sherington are collectively referred to as the “Parties.”
ContractSecured Convertible Note • December 5th, 2008 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS AND IN ACCORDANCE WITH THE PROVISIONS OF REGULATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
Terms of Agreement Between Global Cash Card Corporation And FundsTech Corp.Consulting Agreement • November 8th, 2006 • Fundstech Corp
This document shall form the binding agreement between World Processing, Ltd, and Global Cash Card Corporation (combined, “Global Cash Card Corporation and herein, “GCC”) on the one hand AND FundsTech Corp (herein, “FTC”) on the other hand, (together, the “Parties”), under which FTC shall provide consulting services to GCC subject to the following terms and conditions:
NINTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2011 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware
THIS NINTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Ninth Amendment”) is made and entered into effective as of the 12th day of May, 2011 by and between FNDS3000 Corp, a Delaware corporation (the “Company”), and Sherington Holdings, LLC (the “Investor”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement (as defined below).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made by and between FNDS3000 Corp, a Delaware corporation (the “Company”); and Sherington Holdings, LLC (“Investor”) as of the 30th day of November, 2009.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 5th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), effective as of this 2nd day of November, 2009, is made by and between FNDS3000 Corp, a Delaware corporation (the “Company”); and Sherington Holdings, LLC (“Investor”).
ContractWarrant Agreement • March 10th, 2011 • FNDS3000 Corp • Functions related to depository banking, nec
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.
THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware
THIS THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into effective as of the 30th day of November, 2009 by and among FNDS3000 Corp., a Delaware corporation (the “Company”), and Sherington Holdings, LLC (the “Investor”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement (as defined below).
EMPLOYMENT TERMSEmployment Agreement • July 15th, 2011 • FNDS3000 Corp • Functions related to depository banking, nec • Florida
THESE EMPLOYMENT TERMS (“Agreement”) made and entered into this 15th day of July, 2011, by and between FNDS3000 Corp, a Delaware corporation (“Company”) and Joseph F. McGuire (“Executive”). Executive and Company are referred to herein as the “Parties.”
ContractWarrant Agreement • June 22nd, 2010 • FNDS3000 Corp • Functions related to depository banking, nec
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.
ContractSecured Convertible Promissory Note • July 8th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS AND IN ACCORDANCE WITH THE PROVISIONS OF REGULATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2010 • FNDS3000 Corp • Functions related to depository banking, nec • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 14th day of July 2010, between Joseph F. McGuire (“Executive”) and FNDS3000 Corp, a Delaware corporation (the “Company”).
ContractWarrant Agreement • May 18th, 2011 • FNDS3000 Corp • Functions related to depository banking, nec
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.
SIXTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2010 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware
THIS SIXTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Sixth Amendment”) is made and entered into effective as of the 19th day of October, 2010 by and among FNDS3000 Corp, a Delaware corporation (the “Company”), and Sherington Holdings, LLC (the “Investor”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement (as defined below).
FORBEARANCE AND NOTE MODIFICATION AGREEMENTForbearance and Note Modification Agreement • November 5th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia
THIS FORBEARANCE AND NOTE MODIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the 2nd day of November, 2009, by and among FNDS3000 CORP., a Delaware corporation (the “Issuer”), and SHERINGTON HOLDINGS, LLC, a Georgia limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into by and between FNDS300 Corp., a Delaware corporation (the “Company”); and Sherington Holdings, LLC (“Investor”) on this 6th day of January, 2009.
AGREEMENT AND RELEASERelease Agreement • November 4th, 2010 • FNDS3000 Corp • Functions related to depository banking, nec
This Agreement and Release (“Agreement”) is made by and between David Fann (“Consultant”) and FNDS3000 Corp. (the “Company”), including any parent, subsidiary, affiliated and related entities and its past, present or future officers, directors, owners, administrators, employees, shareholders, agents, attorneys, representatives and assigns (collectively hereafter referred to as “FNDS Released Parties”) as of the 29th day of October, 2010.
