SUBSCRIPTION AGREEMENT
THIS
SUBSCRIPTION AGREEMENT
(this
"Agreement"),
dated
as of April 24, 2008, by and among Terminus, Inc., a Nevada corporation
("Terminus"),
The
Blackhawk Fund, a Nevada corporation ("Blackhawk",
together with Terminus, the "Issuers"),
and
the subscriber identified on the signature page hereto (the "Subscriber").
WHEREAS,
the
Issuers and the Subscriber are executing and delivering this Agreement in
reliance upon an exemption from securities registration afforded by the
provisions of Section 4(2), Section 4(6) and/or Regulation D ("Regulation
D")
as
promulgated by the United States Securities and Exchange Commission (the
"Commission")
under
the Securities Act of 1933, as amended (the "1933
Act");
WHEREAS,
the
parties desire that, upon the terms and subject to the conditions contained
herein, the Issuers shall issue and sell to the Subscriber, as provided herein,
and the Subscriber shall purchase up to (i) Five Hundred Fifty Thousand Dollars
($550,000) (the "Purchase
Price")
of
principal amount of promissory notes of the Issuers ("Note"
or
"Notes"),
a
form of which is annexed hereto as Exhibit A and (ii) Five Hundred Thousand
(500,000) shares of Blackhawk Series A Preferred Stock, par value $0.00 1 per
share (the "Blackhawk
Series A Shares"),
convertible into shares (the "Conversion
Shares")
of
Blackhawk Common Stock at the per share conversion price set forth in the
Blackhawk Series A Certificate of Designation, a form of which is attached
hereto as Exhibit B. The Notes, the Blackhawk Series A Shares and the Conversion
Shares are collectively referred to herein as the "Securities";
WHEREAS,
concurrent with the Closing Date (as defined in Section 2 below) Terminus will
purchase 10,000,000 shares of Blackhawk Series C Preferred Stock, par value
$0.00 1 per share (the "Blackhawk
Series C Shares");
WHEREAS,
to
secure payment for the Notes, concurrent with the Closing Date, Terminus will
pledge the Blackhawk Series C Shares to Subscriber (the "Pledged
Shares")
pursuant to a share pledge agreement substantially in the form attached hereto
as Exhibit C (the "Pledge
Agreement")
NOW,
THEREFORE,
in
consideration of the mutual covenants and other agreements contained in this
Agreement the Issuers and the Subscriber hereby agree as follows:
1. Conditions
To Closing.
Subject
to the satisfaction or waiver of the terms and conditions of this Agreement,
on
the Closing Date, the Subscriber shall purchase and the Issuers shall sell
to
the Subscriber a Note in the principal amount designated on the signature page
hereto. The aggregate amount of the Notes to be purchased by the Subscriber
on
the Closing Date shall, in the aggregate, be equal to the Purchase
Price.
2. Closing
Date.
The
"Closing
Date"
shall
be the date that subscriber funds representing the net amount due the Issuers
from the Purchase Price is transmitted by wire transfer or otherwise to or
for
the benefit of the Issuers. The consummation of the transactions contemplated
herein for the Closing shall take place at the offices of Indeglia & Xxxxxx,
P.C., 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000, upon the satisfaction
of
all conditions to Closing set forth in this Agreement.
3. Subscriber’s
Representations and Warranties.
The
Subscriber hereby represents and warrants to and agrees with the Issuers
that:
(a) Organization
and Standing of the Subscriber.
The
Subscriber is a corporation, partnership or other entity duly incorporated
or
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization.
(b) Authorization
and Power.
The
Subscriber has the requisite power and authority to enter into and perform
this
Agreement and to purchase the Notes and the Blackhawk Series A Shares being
sold
to it hereunder. The execution, delivery and performance of this Agreement
by
the Subscriber and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary corporate or
partnership action, and no further consent or authorization of the Subscriber
or
its Board of Directors, stockholders, partners, members, as the case may be,
is
required. This Agreement has been duly authorized, executed and delivered by
the
Subscriber and constitutes, or shall constitute when executed and delivered,
a
valid and binding obligation of the Subscriber enforceable against the
Subscriber in accordance with the terms thereof subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws
of
general applicability relating to or affecting creditors’ rights generally and
to general principles of equity.
(c) No
Conflicts.
The
execution, delivery and performance of this Agreement and the consummation
by
the Subscriber of the transactions contemplated hereby or relating hereto do
not
and will not (i) result in a violation of the Subscriber’s charter documents or
bylaws or other organizational documents or (ii) conflict with, or constitute
a
default (or an event which with notice or lapse of time or both would become
a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of any agreement, indenture or instrument or
obligation to which the Subscriber is a party or by which its properties or
assets are bound, or result in a violation of any law, rule, or regulation,
or
any order, judgment or decree of any court or governmental agency applicable
to
the Subscriber or its properties (except for such conflicts, defaults and
violations as would not, individually or in the aggregate, have a material
adverse effect on the Subscriber). The Subscriber is not required to obtain
any
consent, authorization or order of, or make any filing or registration with,
any
court or governmental agency in order for it to execute, deliver or perform
any
of its obligations under this Agreement or to purchase the Notes or the
Blackhawk Series A Shares in accordance with the terms hereof, provided that
for
purposes of the representation made in this sentence, the Subscriber is assuming
and relying upon the accuracy of the relevant representations and agreements
of
the Issuers herein.
(d) Information
on Issuers.
The
Subscriber has received and had the opportunity to review all documents and
any
other information requested from the Issuers, has been given full and complete
access to information regarding the Issuers, and has utilized such access to
the
Subscriber’s satisfaction for the purpose of obtaining such information
regarding the Issuers as the Subscriber has reasonably requested; and,
particularly, the Subscriber has been given reasonable opportunity to ask
questions of, and receive answers from, representatives of the Issuers
concerning the terms and conditions of the offering of the Notes and to obtain
any additional information, to the extent reasonably available.
(e) Information
on Subscriber.
The
Subscriber is an "accredited investor", as such term is defined in Regulation
D
promulgated by the Commission under the 1933 Act, is experienced in investments
and business matters, has made investments of a speculative nature and has
purchased securities of United States publicly-owned companies in private
placements in the past and, with its representatives, has such knowledge and
experience in financial, tax and other business matters as to enable the
Subscriber to utilize the information made available by the Issuers to evaluate
the merits and risks of and to make an informed investment decision with respect
to the proposed purchase. The Subscriber has the authority and is duly and
legally qualified to purchase and own the Securities. The Subscriber is able
to
bear the risk of such investment for an indefinite period and to afford a
complete loss thereof. The information set forth on the signature page hereto
regarding the Subscriber is accurate.
2
(f) Purchase
of Securities.
On the
Closing Date, the Subscriber will purchase the Notes and the Blackhawk Series
A
Shares as principal for its own account for investment only and not with a
view
toward, or for resale in connection with, the public sale or any distribution
thereof.
(g) Compliance
with Securities Act.
The
Subscriber understands and agrees that the Securities have not been registered
under the 1933 Act or any applicable state securities laws, by reason of their
issuance in a transaction that does not require registration under the 1933
Act
(based in part on the accuracy of the representations and warranties of
Subscriber contained herein), and that such Securities must be held indefinitely
unless a subsequent disposition is registered under the 1933 Act or any
applicable state securities laws or is exempt from such
registration.
(h) Note
Legend.
The
Note shall bear the following legend:
"THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS
NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUERS THAT SUCH REGISTRATION
IS NOT REQUIRED."
(i) Blackhawk
Series A Shares Legend.
The
Blackhawk Series A Shares shall bear the following legend:
"THE
SHARES REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THESE SHARES, AND THE SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SHARES REPRESENTED
BY THIS CERTIFICATE OR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
OF
THESE SHARES UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO
THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED."
(j) Conversion
Shares Legend.
The
Conversion Shares shall bear the following legend:
"THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SHARES REPRESENTED BY THIS CERTIFICATE UNDER SAID ACT OR
AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION
IS NOT REQUIRED."
3
(k) Communication
of Offer.
The
offer to sell the Notes and the Blackhawk Series A Shares was directly
communicated to the Subscriber by the Issuers. At no time was the Subscriber
presented with or solicited by any leaflet, newspaper or magazine article,
radio
or television advertisement, or any other form of general advertising or
solicited or invited to attend a promotional meeting otherwise than in
connection and concurrently with such communicated offer.
(l) [Intentionally
omitted].
(m) Restricted
Securities.
Subscriber understands that the Securities have not been registered under the
1933 Act and the Subscriber will not sell, offer to sell, assign, pledge,
hypothecate or otherwise transfer any of the Notes unless pursuant to an
effective registration statement under the 1933 Act. Notwithstanding anything
to
the contrary contained in this Agreement, the Subscriber may transfer (without
restriction and without the need for an opinion of counsel) the Securities
to
its Affiliates (as defined below) provided that each such Affiliate is an
"accredited investor" under Regulation D and such Affiliate agrees to be bound
by the terms and conditions of this Agreement. For the purposes of this
Agreement, an "Affiliate"
of any
person or entity means any other person or entity directly or indirectly
controlling, controlled by or under direct or indirect common control with
such
person or entity. For purposes of this definition, "control" means the power
to
direct the management and policies of such person or firm, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise.
(n) No
Governmental Review.
The
Subscriber understands that no United States federal or state agency or any
other governmental or state agency has passed on or made recommendations or
endorsement of the Securities or the suitability of the investment in the Notes
nor have such authorities passed upon or endorsed the merits of the offering
of
the Notes.
(o) Correctness
of Representations.
The
Subscriber represents as to the Subscriber that the foregoing representations
and warranties are true and correct as of the date hereof.
4. Issuers
Representations and Warranties.
Each
Issuer represents and warrants to and agrees with the Subscriber, on a joint
and
several basis, that except as otherwise qualified in the Transaction
Documents:
(a) Due
Incorporation.
Issuer
is a corporation duly organized, validly existing and in good standing under
the
laws of the jurisdiction of its incorporation and has the requisite corporate
power to own its properties and to carry on its business. Issuer is duly
qualified as a foreign corporation to do business and is in good standing in
each jurisdiction where the nature of the business conducted or property owned
by it makes such qualification necessary, other than those jurisdictions in
which the failure to so qualify would not have a Material Adverse Effect. For
purpose of this Agreement, a "Material
Adverse Effect"
shall
mean a material adverse effect on the financial condition, results of
operations, properties or business of the Issuers taken as a whole.
4
(b) Outstanding
Stock.
All
issued and outstanding shares of capital stock of each Issuer has been duly
authorized and validly issued and are fully paid and nonassessable and, with
respect to Terminus, to its knowledge, have been issued in compliance with
all
federal and applicable state securities laws.
(c) Authority;
Enforceability.
This
Agreement, the Notes, the Blackhawk Series A Shares and any other agreements
delivered together with this Agreement or in connection herewith (collectively
"Transaction
Documents")
have
been duly authorized, executed and delivered by each Issuer, as applicable,
and
are valid and binding agreements enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights generally and to general principles of equity. Issuer has full
corporate power and authority necessary to enter into and deliver the
Transaction Documents and to perform its obligations thereunder.
(d) Additional
Issuances; Voting.
There
are no outstanding agreements or preemptive or similar rights affecting
Blackhawk’s common stock or equity and no outstanding rights, warrants or
options to acquire, or instruments convertible into or exchangeable for, or
agreements or understandings with respect to the sale or issuance of any shares
of common stock or equity of Blackhawk except as described on Schedule 4(d).
The
common stock of Blackhawk on a fully diluted basis outstanding as of the last
trading day preceding the Closing Date is set forth on Schedule 4(d). Holders
of
the Series C Preferred Stock hold 0%, on a fully diluted basis, of the
outstanding common stock of Blackhawk and 62.4% of all votes entitled to be
cast
in any matter requiring or permitting a vote of stockholders.
(e) Consents.
No
consent, approval, authorization or order of any court, governmental agency
or
body or arbitrator having jurisdiction over Issuer, nor either Issuer’s
shareholders is required for the execution by the Issuers of the Transaction
Documents and compliance and performance by Issuer of its obligations under
the
Transaction Documents, including, without limitation, the issuance and sale
of
the Securities.
(f) No
Violation or Conflict.
Assuming the representations and warranties of the Subscriber in Section 3
are
true and correct, neither the issuance and sale of the Securities nor the
performance of Issuer’s obligations under this Agreement and all other
agreements entered into by the Issuers relating thereto by the Issuers will
violate, conflict with, result in a breach of, or constitute a default (or
an
event which with the giving of notice or the lapse of time or both would be
reasonably likely to constitute a default in any material respect) of a material
nature under (A) the articles or certificate of incorporation, charter or bylaws
of Issuer, (B) any decree, judgment, order, law, treaty, rule, regulation or
determination applicable to the Issuers of any court, governmental agency or
body, or arbitrator having jurisdiction over Issuer or over the properties
or
assets of Issuer or any of its Affiliates, or (C) the terms of any bond,
debenture, note or any other evidence of indebtedness, or any agreement, stock
option or other similar plan, indenture, lease, mortgage, deed of trust or
other
instrument to which the Issuers or any of its Affiliates is a party, by which
Issuer or any of its Affiliates is bound, or to which any of the properties
of
Issuer or any of its Affiliates is subject, except, in the case of (C), the
violation, conflict, breach, or default of which would not have a Material
Adverse Effect and which would not serve as a basis for any rescission of the
issuance of the Securities.
5
(g) The
Securities.
The
Securities, and any other securities issuable upon conversion or exercise
thereof, upon issuance:
(i) are,
or
will be, free and clear of any security interests, liens, claims or other
encumbrances, subject to restrictions upon transfer under the 1933 Act and
any
applicable state securities laws;
(ii) have
been
duly and validly authorized;
(iii) will
not
have been issued or sold in violation of any preemptive or other similar rights
of the holders of any securities of the Issuers; and
(iv) will
not
result in a violation of Section 5 under the 1933 Act.
(h) Litigation.
There
is no pending or, to the best knowledge of the Issuers, threatened action,
suit,
proceeding or investigation before any court, governmental agency or body,
or
arbitrator having jurisdiction over the Issuers that would affect the execution
by Issuer or the performance by the Issuers of its obligations under the
Transaction Documents.
(i) Defaults.
Issuer
is not in violation of its articles of incorporation or bylaws. Issuer is (i)
not in default under or in violation of any other material agreement or
instrument to which it is a party or by which it or any of its properties are
bound or affected, which default or violation would have a Material Adverse
Effect, (ii) not in default with respect to any order of any court, arbitrator
or governmental body or subject to or party to any order of any court or
governmental authority arising out of any action, suit or proceeding under
any
statute or other law respecting antitrust, monopoly, restraint of trade, unfair
competition or similar matters, or (iii) not in violation of any statute, rule
or regulation of any governmental authority which violation would have a
Material Adverse Effect.
(j) No
General Solicitation.
Neither
Issuer, nor to its knowledge, any person acting on its or their behalf, has
engaged in any form of general solicitation or general advertising (within
the
meaning of Regulation D under the 0000 Xxx) in connection with the offer or
sale
of the Securities.
(k) Capitalization.
The
authorized and outstanding capital stock of Blackhawk as of the date of this
Agreement and the Closing Date (not including the Securities) are set forth
on
Schedule 4(d). Except as set forth on Schedule 4(d), there are no options,
warrants, or rights to subscribe to, securities, rights or obligations
convertible into or exchangeable for or giving any right to subscribe for any
shares of capital stock of the Issuers. All of the outstanding shares of Common
Stock of Issuer have been duly and validly authorized and issued and are fully
paid and nonassessable.
5. Regulation
D Offering.
The
offer and issuance of the Securities to the Subscriber is being made pursuant
to
the exemption from the registration provisions of the 1933 Act afforded by
Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation
D
promulgated thereunder.
6
6. Resignations.
Simultaneously with the execution and delivery of this Agreement, Blackhawk
shall cause to be executed and delivered to the Subscriber undated Certificates
of Resignation signed by each of the Directors of Blackhawk which the Subscriber
may date and deliver upon an Event of Default under the Note.
7. Amendment
to Series C Preferred Stock.
The
Issuers shall cause the Certificate of Designation of the Series C Preferred
Stock to be amended as set forth in Exhibit D hereto.
8. Special
Stockholder Meeting.
Blackhawk will, upon the occurrence of an Event of Default under, and
as defined in, the Note, notwithstanding any provisions in the charter
documents, bylaws or other organizational documents of Blackhawk to the
contrary, take or cause to be taken all necessary actions
to call a special meeting of the stockholders of Blackhawk promptly
upon the demand of the Subscriber for the transaction of such business
as the Subscriber may set forth in a written notice to Blackhawk
delivered to Blackhawk after the occurrence of an Event of Default.
In order to effect the foregoing, Blackhawk hereby grants an irrevocable power
of attorney, coupled with an interest, to the Subscriber, its officers and
directors, to execute and deliver such notices and filings and to take such
other actions necessary to duly call such special meeting.
9. Miscellaneous.
(a) Notices.
All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted
to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery
by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be: (i) if to the Issuers, to: (A) Terminus, Inc., 000
Xxxx
Xxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx, 00000, Attention: Xxxxx Xxxxxxx, with a copy
by telecopier only to: Indeglia & Xxxxxx, P.C., 0000 Xxxx Xxxxxx, Xxxxx 000,
Xxxxxx, XX 00000, Attention: Xxxx X. Xxxxxxxx, Esq., telecopier number: (000)
000-0000, (B) The Blackhawk Fund, 0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx
Xxxx,
XX 00000, Attention: Xxxxx Xxxxxxx, and (ii) if to the Subscriber, to: the
one
or more addresses and telecopier numbers indicated on the signature pages
hereto.
(b) Entire
Agreement; Assignment.
This
Agreement and other documents delivered in connection herewith represent the
entire agreement between the parties hereto with respect to the subject matter
hereof and may be amended only by a writing executed by both parties. Neither
the Issuers nor the Subscriber have relied on any representations not contained
or referred to in this Agreement and the documents delivered herewith. No right
or obligation of the Issuers shall be assigned without prior notice to and
the
written consent of the Subscriber.
7
(c) Counterparts/Execution.
This
Agreement may be executed in any number of counterparts and by the different
signatories hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall constitute but
one
and the same instrument. This Agreement may be executed by facsimile signature
and delivered by facsimile transmission.
(d) Law
Governing this Agreement.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York without regard to conflicts of laws principles that would
result in the application of the substantive laws of another jurisdiction.
Any
action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the Supreme Court of
New
York, New York County, or in the United States District Court for the Southern
District of New York. The
parties and the individuals executing this Agreement and other agreements
referred to herein or delivered in connection herewith on behalf of the Issuers
agree to submit to the jurisdiction of such courts and waive trial by
jury.
The
prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs. In the event that any provision of this
Agreement or any other agreement delivered in connection herewith is invalid
or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any
agreement.
(e) Specific
Enforcement, Consent to Jurisdiction.
The
Issuers and Subscriber acknowledge and agree that irreparable damage would
occur
in the event that any of the provisions of this Agreement were not performed
in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to one or more preliminary
and final injunctions to prevent or cure breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof, this
being in addition to any other remedy to which any of them may be entitled
by
law or equity. Subject to Section 7(d) hereof, each of the Issuers, Subscriber
and any signator hereto in his personal capacity hereby waives, and agrees
not
to assert in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction in New York of such court, that the
suit,
action or proceeding is brought in an inconvenient forum or that the venue
of
the suit, action or proceeding is improper. Nothing in this Section shall affect
or limit any right to serve process in any other manner permitted by
law.
[THIS
SPACE INTENTIONALLY LEFT BLANK]
8
SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT (A)
Please
acknowledge your acceptance of the foregoing Subscription Agreement by signing
and returning a copy to the undersigned whereupon it shall become a binding
agreement between us.
|
ISSUERS:
TERMINUS,
INC.
a
Nevada corporation
|
||
| |
|
|
| By: | /s/ Xxxxx Xxxxxxx | |
|
Name: Xxxxx Xxxxxxx |
||
|
Title:
President
|
||
|
Dated:
April 24, 2008
|
||
|
THE
BLACKHAWK FUND
a
Nevada corporation
|
||
| |
|
|
| By: | /s/ Xxxxx Xxxxxxx | |
|
Name:
Xxxxx Xxxxxxx
|
||
|
Title:
President
|
||
|
Dated:
April 24, 2008
|
||
9
|
SUBSCRIBER
|
NOTE
PRINCIAL
|
|
|
PROFESSIONAL
OFFSHORE OPPORTUNITY FUND, LTD.
/s/
Xxxxx Xxxxxxxx
(Signature)
By:
Xxxxx Xxxxxxxx, Manager
|
$550,000.00
|
10
LIST
OF EXHIBITS AND SCHEDULES
|
Exhibit
A
|
Form
of Note
|
|
Exhibit
B
|
Blackhawk
Series A Certificate of Designation
|
|
Exhibit
C
|
Pledge
Agreement
|
|
Exhibit
D
|
Amendment
to Blackhawk Series C Certificate of
Designation
|
Schedule
4(d) Additional
Issuances / Capitalization
11
Schedule
4(d)
Capitalization:
The
Blackhawk Fund
4,000,000,000
shares of Common Stock authorized, 562,293,791 of which are issued and
outstanding 150,000,000 shares of Class B Common Stock authorized, 30,000,000
of
which are issued and outstanding 20,000,000 shares of Series A Preferred Stock
authorized, none of which are outstanding 10,000,000 shares of Series B
Preferred Stock authorized, 10,000,000 of which are issued and outstanding
20,000,000 shares of Series C Preferred Stock authorized, 10,000,000 of which
are issued and outstanding
Voting
Rights:
Common
Stock entitled to one vote per share on all matters submitted to shareholder
vote.
Class
B
Common Stock entitled to one vote per share on all matters submitted to
shareholder vote. Series A Preferred Stock have no voting rights.
Series
B
Preferred Stock entitled to one (1) vote per share
Series
C
Preferred Stock entitled to one hundred (100) votes per share.
Conversion
Rights:
Series
A
Preferred Stock are convertible as set forth in Exhibit B.
Series
B
Preferred Stock is convertible at the rate of 200 to 1.
Series
C
Preferred Stock is not convertible.
12
