SUPPLEMENT NO. 1 TO SUBSCRIPTION AGREEMENT
SUPPLEMENT
NO. 1 TO SUBSCRIPTION AGREEMENT
0000
Xxxx
Xxxxxxxx Xxxx
Xxxxx,
Xxxxxxx 00000
Fax:
(000) 000-0000
Attn: Xxxxxxx
Xxxxxx,
Chief
Financial Officer
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.
Please
read this Supplement carefully. Any statement contained in the Subscription
Agreement will be deemed to be modified and superseded to the extent set forth
herein and supplemented hereby. All other terms, provisions, representations,
warranties and covenants in the Subscription Agreement not modified or
supplemented hereby shall remain in full force and effect.
1. OFFERING
Each
Unit
shall consist of (i) 500,000 shares of the Company’s common stock, $0.0001 par
value per share (the “Shares”)
($0.04
per Share) ( “Purchase
Price”)
and
(ii) a five-year warrant to purchase an aggregate of 500,000 Shares
(“Warrant
Shares”)
at
$0.08 per share (the “Warrant”).
The
Warrant to be issued to the purchasers and placement agents in the Offering
shall be in such form as has been distributed with this Agreement.
2. REGISTRATION
RIGHTS
(a) The
Company shall prepare and file a registration statement (the “Registration
Statement”)
with
the Securities and Exchange Commission (“SEC”)
covering the resale of the Shares and Warrant Shares no later than January
25,
2008. The Company shall use its best efforts to have the Registration Statement
declared effective by the SEC no later than 60 days after the the date of
filing. The registration rights agreement will be in such form as has been
distributed with this Agreement, including, a 1% per month penalty applied
to
late filing or effectiveness of the Registration Statement, subject to certain
limitations and the specific terms of the registration rights
agreement.
3. PLACEMENT
AGENT FEES
The
Company has agreed to placement agent fees payable to Westminster Securities
Corporation (“Westminster”)
at the
closing of the Offering in the amount of 7% of the gross proceeds of the
Offering payable in cash, plus five-year warrants in an amount equal to 7%
of
the Shares issuable upon the sale of Units (including upon conversion of
warrants) in the Offering, In the event that Westminster re-allows a portion
of
its cash and warrants commission to other placement agents, it shall be issued
additional warrants in an amount that will be equal to a total of 9% of the
Shares issuable upon the sale of Units (including upon conversion of Warrants)
in the Offering as compensation. In addition, the Company may issue to certain
placement agents utilized in connection with the Company’s recently completed
offering of bridge loans certain additional Shares as consideration for
assistance with such offering and waivers obtained from bridge loan holders.
1
4. BRIDGE
WAIVERS
The
Company has agreed to the conversion of approximately $1,045,000 of outstanding
senior secured bridge loans in connection with the waiver of defaults and
certain consents, and the redemption of approximately $755,000 of such senior
secured bridge loans upon payment of $566,250 to the holder thereof, on November
30, 2007, which shall constitute use of proceeds of the Offering. In addition,
the Company has authorized and agreed to the issuance of 5,000,000 Shares to
the
bridge loan holders for their waivers and consents.
5. INITIAL
CLOSING
On
November 30, 2007, the Company conducted an initial closing on the sale of
$860,000 of Units, which Units will be issued on the basis of the terms set
forth in this Supplement No. 1 to the Subscription Agreement dated as of
November 30, 2007.
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To:
All Recipients of the Subscription Document
Each
recipient of this Supplement
No. 1 to
Subscription Agreement, which supplements the Subscription Agreement of Surfect
Holdings, Inc. (the “Company”) dated as of November 30, 2007, who has subscribed
for Units must sign the Acknowledgment and Reconfirmation below and indicate
its
choice to: (A) confirm its subscription and agree to the terms of investment;
(B) modify its subscription and agree to the terms of investment; or (C) no
longer participate in this Offering.
The
Company will raise, on a “best efforts” basis, a maximum of $3,000,000 of gross
proceeds in the Offering.
ACKNOWLEDGMENT
AND RECONFIRMATION
The
undersigned investor has reviewed this Supplement, dated December 3, 2007,
of
the Company. By initialing in the space provided below, the undersigned elects
to:
A.
_____
reconfirm subscription for Units in the Offering.
B.
_____
modify the prior subscription for Units, as set forth below:
Number
of Units Subscribed: _______ Units; Total Purchase Price: $_________ (# Units
x
$20,000)
C. _____
no
longer participate in this Offering. Please return my subscription as promptly
as possible (without interest). I understand that I will have no right to claim
that I was entitled to the purchase of any Units or other securities of the
Company if I elect this choice.
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FOR
INDIVIDUAL SUBSCRIBERS
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FOR
CORPORATE, PARTNERSHIP, LLC OR TRUST SUBSCRIBERS
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___________________________________
Name
of Subscriber [Please Print]
_______________________________
Signature
_______________________________
Name
of Subscriber [Please Print]
_______________________________
Signature
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____________________________________
Name
of Subscriber [Please Print]
By: _______________________________________
Signature
_____________________________________
_____________________________________
Name and Title of Authorized Signatory
[Please Print]
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DATE
AND PLACE OF EXECUTION
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Date:
______________________________________
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Place:
_____________________________________
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