SECURITIES PURCHASE AGREEMENT
THIS
SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of October 30, 2007,
by and among FUTURE NOW GROUP, INC., a Nevada corporation (the “Company”), and
each of those persons and entities, severally and not jointly, whose names
are
set forth on the Schedule of Purchasers attached hereto as Exhibit A
(which persons and entities are hereinafter collectively referred to as
“Purchasers” and each individually as a “Purchaser”).
RECITALS
WHEREAS,
the
Company has authorized the sale and issuance of secured convertible debentures,
warrants and common stock issuable upon exercise of the warrants (collectively,
the “Securities”) as provided herein;
WHEREAS,
at the
Closing (as defined herein), the Company desires to sell, and each Purchaser
desires to purchase, severally and not jointly, the Securities upon the terms
and conditions stated in this Agreement; and
NOW,
THEREFORE,
in
consideration of the foregoing recitals and the mutual promises,
representations, warranties and covenants hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE
1
AUTHORIZATION
AND SALE OF SECURITIES
1.1
Authorization.
The
Company has authorized the sale and issuance of up to $2,500,000 in principal
amount of its 11% Secured Convertible Debentures (the "Debentures") and warrants
(the "Warrants") to purchase shares of its common stock, par value $.001 per
share (the "Common Stock").
1.2
Sale
of Securities. At
the Closing, subject to the terms and conditions of this Agreement, the Company
agrees to issue and sell to each Purchaser, severally and not jointly, and
each
Purchaser agrees to purchase from the Company, severally and not jointly,
Securities consisting of the instruments identified in (a) and (b) below, and
to
execute and deliver the other documents identified in (c), (d) and (e)
below:
(a)
A
Debenture in the principal amount set forth opposite such Purchaser’s name on
Exhibit A
under
the
heading “Principal Amount of Debentures”; and
(b)
Warrants
to purchase the number of shares of Common Stock set forth opposite such
Purchaser’s name on Exhibit
A under
the
heading “Common Shares Underlying Warrants”. The shares of Common Stock issuable
upon exercise of the Warrants are referred to herein as the “Warrant
Shares.”
The
number of Warrant Shares shall be determined by dividing the principal of the
Debentures by thirty five hundredths (.35), and fifty percent of the Warrants
shall have an exercise price of no greater than thirty five cents ($.35) per
share and fifty percent of the Warrants shall have an exercise price of no
greater than fifty cents ($.50) per share.
(c)
A
Security Agreement (the "Security Agreement") among the Company and the
Purchasers;
(d)
A
Pledge
Agreement (the "Pledge Agreement") among the Company and the Purchasers; and
(e)
A
Registration Rights Agreement (the "Registration Rights Agreement") among the
Company and the Purchasers. This Agreement, the Securities, the Security
Agreement, the Pledge Agreement and the Registration Rights Agreement are
sometimes collectively referred to herein as the "Transaction Documents."
1.3
Independent
Nature of Investors’ Obligations and Rights.
The obligations of each Purchaser under this Agreement are several and not
joint
with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser hereunder. The decision of each Purchaser to purchase the
Securities pursuant to this Agreement has been made by such Purchaser
independently of any other Purchaser. Nothing contained herein or therein,
and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed
to constitute the Purchasers as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Purchasers are
in
any way acting in concert or as a group with respect to such obligations or
the
transactions contemplated hereby. Each Purchaser acknowledges that no
other Purchaser has acted as agent for such Purchaser in connection with making
its investment hereunder and that no Purchaser will be acting as agent of such
Purchaser in connection with monitoring its investment in the Securities or
enforcing its rights under this Agreement. Each Purchaser shall be
entitled independently to protect and enforce its rights, including without
limitation the rights arising out of this Agreement, and it shall not be
necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose.
ARTICLE
2
CLOSING
DATE; DELIVERY
2.1
Closing
Date. The
closing of the purchase and sale of the Securities hereunder (the “Closing”)
shall
be held at the offices of Xxxxxxx Xxxxxx LLP, 000 Xxxxxxxxx Xxx, 00xx
Xx, Xxx
Xxxx, XX 00000, at 10:00 a.m. New York time on the date hereof or at such other
time and place upon which the Company and the Purchasers purchasing, in the
aggregate, the majority in principal amount of the Debentures (the “Majority
in Interest”)
shall
agree.
2.2
Delivery.
At
the Closing, the Company will deliver to each Purchaser a duly executed
Debenture in the principal amount set forth opposite such Purchaser's name
on
Exhibit A, a Warrant representing the right to purchase the number of Warrant
Shares which such Purchaser is entitled to purchase and a signed counterpart
of
each of the other Transaction Documents. Such delivery shall be against payment
of the purchase price therefor by wire transfer of immediately available funds
to the Company in accordance with the Company’s written wiring instructions,
which instructions shall have been delivered to Purchasers’ counsel. The Company
shall also deliver to the Purchasers (a) an opinion of Xxxxxxx Savage, counsel
to the Company, in form and substance satisfactory to the Majority in Interest
and (b) a certificate from a duly authorized officer of the Company certifying
that the representations made by the Company in Article 3 are true and correct
as of the Closing.
ARTICLE
3
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
The
Company represents and warrants to the Purchasers, as of the date hereof, as
follows:
3.1
Organization
and Standing. The
Company is a corporation duly organized and validly existing under, and by
virtue of, the laws of the State of Nevada and is in good standing under the
laws of said state, with requisite corporate power and authority to own its
properties and assets and to carry on its business as currently conducted.
The
Company is not in violation of any of the provisions of its Certificate of
Incorporation (the “Certificate”)
or
Bylaws.
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3.2
Merger
with Future Now, Inc.
The
Company has irrevocably completed its merger with Future Now, Inc. pursuant
to a
Share Exchange Agreement, dated October 30, 2007.
3.3
Corporate
Power; Authorization. The
Company has all requisite legal and corporate power and has taken all requisite
corporate action to execute and deliver this Agreement and the other Transaction
Documents, to sell and issue the Securities, to issue the Warrant Shares upon
exercise of the Warrants in accordance with the terms of such Warrants, and
to
carry out and perform all of its obligations under this Agreement and the
Warrants. This Agreement, the Security Agreement, the Pledge Agreement and
the
Registration Rights Agreement constitute, and upon execution and delivery by
the
Company of the Debentures and the Warrants, the Debentures and the Warrants
will
constitute, legal, valid and binding obligations of the Company, enforceable
in
accordance with their respective terms, except (a) as limited by applicable
bankruptcy, insolvency, reorganization or similar laws relating to or affecting
the enforcement of creditors’ rights generally and (b) as limited by
equitable principles generally. The execution and delivery of the Transaction
Documents do not, and the performance of the Transaction Documents and the
compliance with the provisions hereof and thereof, including the issuance,
sale
and delivery of the Securities by the Company will not, conflict with, or result
in a breach or violation of the terms, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of any
lien
pursuant to the terms of, the Certificate or Bylaws of the Company, each as
amended to date, or any statute, law, rule or regulation or any state or federal
order, judgment or decree or any indenture, mortgage, lease or other agreement
or instrument to which the Company or any of its properties is subject, except
for any conflict, breach, violation, default or imposition of a lien (other
than
pursuant to the terms of the Certificate or Bylaws) that would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect
on
the assets, liabilities, financial condition, business or operations of the
Company.
3.4
Issuance
and Delivery of the Securities. The
Securities are duly authorized and, when issued at the Closing, will be validly
issued, and the Common Stock underlying the Debentures, when issued, will be
fully paid and nonassessable. The Warrant Shares are duly authorized and,
upon exercise of the Warrants in accordance with the terms thereof, will be
validly issued, fully paid and nonassessable. The issuance and delivery of
the Securities is not subject to any right of first refusal, preemptive right,
right of participation, or any similar right existing in favor of any person
or
any liens or encumbrances. When issued in compliance with the provisions
of this Agreement and the Certificate, the issuance of the Securities hereunder
does not require the approval of the Company’s stockholders under the provisions
of the Certificate or Nevada law, or, any stock exchange or self-regulatory
organization.
3.5
SEC
Documents; Financial Statements. Each
report delivered to the Purchasers is a true and complete copy of such document
as filed by the Company with the Securities and Exchange Commission (the
“SEC”).
The
Company has filed in a timely manner all documents that the Company was required
to file with the SEC, such documents, together with the exhibits thereto (the
“SEC
Documents”),
under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)
during
the twelve calendar months preceding the date hereof. As of their respective
filing dates, all SEC Documents complied in all material respects with the
requirements of the Exchange Act. None of the SEC Documents as of their
respective dates contained any untrue statement of material fact or omitted
to
state a material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading. The financial statements of the Company included in
the SEC Documents (the “Financial
Statements”)
comply
in all material respects with applicable accounting requirements and with the
published rules and regulations of the SEC with respect thereto. The
Financial Statements have been prepared in accordance with generally accepted
accounting principles consistently applied and fairly present the consolidated
financial position of the Company and its subsidiaries, if any, at the dates
thereof and the consolidated results of their operations and consolidated cash
flows for the periods then ended (subject, in the case of unaudited statements,
to normal, recurring adjustments or to the extent that such unaudited statements
do not include footnotes).
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3.6
Governmental
Consents. No
consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state, or local
governmental authority on the part of the Company is required in connection
with
the consummation of the transactions contemplated by this Agreement except
for
compliance with the securities and blue sky laws in the states in which the
Debentures and Warrants are offered and/or sold, which offer and sale will
be
effected in compliance with such laws.
3.7
Capitalization.
(a)
The
authorized capital stock of the Company consists of 900,000,000 shares of Common
Stock of which, as of the date hereof, 52,848,000 shares were outstanding,
and
(b)
Except
(i) as disclosed to the Purchasers in Schedule 3.6 hereto or (ii) as
contemplated herein, there are no outstanding warrants, options, convertible
or
exchangeable securities or other rights, agreements or arrangements of any
character under which the Company is or may be obligated to issue any equity
securities of any kind.
3.8
Litigation.
Except
as disclosed to the Purchasers in writing and except as disclosed in the SEC
Documents, there are no actions, suits, proceedings or investigations pending
or, to the best of the Company’s knowledge, threatened against the Company or
any of its properties before or by any court or arbitrator or any governmental
body, agency or official in which there is a reasonable likelihood (in the
reasonable judgment of the Company) of an adverse decision that (a) could
have a material adverse effect on the assets, liabilities, financial condition,
business or operations of the Company, or (b) could impair the ability of
the Company to perform in any material respect its obligations under this
Agreement, the Debentures or the Warrants or any other Transaction
Document.
3.9
Company
not an “Investment Company”.
The
Company has been advised by competent counsel of the rules and requirements
under the Investment Company Act of 1940, as amended (the “Investment
Company Act”).
The Company is not, and immediately after receipt of payment for the Securities
will not be, an “investment company” or an entity “controlled” by an “investment
company” within the meaning of the Investment Company Act and shall conduct its
business in a manner so that it will not become subject to the Investment
Company Act.
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3.10
Compliance.
The
Company’s Common Stock is registered pursuant to Section 12(g) of the
Exchange Act and is listed on the over-the-counter bulletin board (the "OTCBB"),
and the Company has taken no action designed for the purpose of, or likely
to
have the effect of, terminating the registration of its Common Stock under
the
Exchange Act or de-listing the Common Stock from the OTCBB, nor has the Company
received any notification that the SEC or the OTCBB is contemplating terminating
such registration or listing. The Company is in material compliance with the
listing and maintenance requirements for continued listing of the Common Stock
on the OTCBB.
3.11
Use
of Proceeds.
The
proceeds of the sale of the Securities shall be used by the Company for
development of the Company’s products, working capital and general corporate
purposes.
3.12
Brokers
and Finders.
Except
as otherwise disclosed to the Purchasers in writing prior to the date hereof,
no
person or entity will have, as a result of or in connection with the
transactions contemplated by this Agreement, any valid right, interest or claim
against or upon the Company or any Purchaser for any commission, fee or other
compensation pursuant to any agreement, arrangement or understanding, written
or
oral, entered into by or on behalf of the Company.
3.13
Intellectual
Property.
(a)
“Intellectual
Property”
shall
mean patents, patent applications, trademarks, trademark applications, service
marks, trade names, copyrights, trade secrets, licenses, information and other
proprietary rights and processes.
(b)
Except
as
disclosed in the SEC Documents and to the best knowledge of the Company, the
Company owns or has the valid right to use all of the Intellectual Property
that
is necessary for the conduct of the Company’s business as currently conducted or
as currently proposed to be conducted free and clear of all material liens
and
encumbrances.
(c)
Except
as
disclosed to the Purchasers in writing or as disclosed in the SEC Documents
and
to the knowledge of the Company, (i) the conduct of the Company’s business as
currently conducted does not infringe or otherwise conflict with (collectively,
“Infringe”)
any
Intellectual Property rights of any third party or any confidentiality
obligation owed by the Company to a third party and the Company has not received
any written notice of any such Infringement, and (ii) the Intellectual Property
and confidential information of the Company are not being Infringed by any
third
party.
(d)
Each
employee, consultant and contractor of the Company who has had access to
confidential information of the Company which is necessary for the conduct
of
Company’s business as currently conducted or as currently proposed to be
conducted has executed an agreement to maintain the confidentiality of such
confidential information and has executed agreements that are substantially
consistent with the Company’s standard forms thereof.
3.14
Questionable
Payments.
Neither
the Company nor, to the best knowledge of the Company, any of its current or
former stockholders, directors, officers, employees, agents or other persons
acting on behalf of the Company, has on behalf of the Company or in connection
with its business: (a) used any corporate funds for unlawful contributions,
gifts, entertainment or other unlawful expenses relating to political activity;
(b) made any direct or indirect unlawful payments to any governmental officials
or employees from corporate funds; (c) established or maintained any unlawful
or
unrecorded fund of corporate monies or other assets; (d) made any false or
fictitious entries on the books and records of the Company; or (e) made any
unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful
payment of any nature.
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3.15
Transactions
with Affiliates.
Except as disclosed in the SEC Documents, none of the officers, directors or
shareholders of the Company and, to the best knowledge of the Company, none
of
the employees of the Company is presently a party to any transaction with the
Company or to a presently contemplated transaction (other than for services
as
employees, officers and directors) that would be required to be disclosed
pursuant to Item 404 of Regulation S-B promulgated under the Securities Act
of
1933.
3.16
Insurance.
The
Company maintains and will continue to maintain insurance with financially
sound
and reputable insurers in such amounts and covering such risks and in such
amounts as are reasonably adequate, prudent and consistent with industry
practice for the conduct of its business and the value of its property, all
of
which insurance is in full force and effect. The Company has not received notice
from, and has no knowledge of any threat by, any insurer that has issued any
insurance policy to the Company that such insurer intends to deny coverage
under
or cancel, discontinue or not renew any insurance policy in force as of the
date
hereof.
3.17
No
Additional Agreements.
The Company does not have any agreement or understanding with any Purchaser
with
respect to the transactions contemplated by this Agreement other than as
specified in this Agreement.
3.18
Absence
of Undisclosed Liabilities.
The Company has no material liabilities of any nature (whether absolute,
accrued, contingent or otherwise), except (i) as and to the extent reflected
in
the Financial Statements as of and for the period ended September 30, 2007,
and
(ii) for liabilities that have been incurred in the ordinary course of business
consistent with past practice since September 30, 2007 and that would not,
individually and in the aggregate, reasonably be expected to have a material
adverse effect on the assets, financial condition, business or operations of
the
Company.
3.19
Governmental
Authorizations. The
Company has all permits, licenses and other authorizations of governmental
authorities that are required for the conduct of its business and operations
as
currently conducted or as currently proposed to be conducted, the lack of which
could materially and adversely affect the assets, financial condition, business
or operations of the Company, except as described in the SEC Documents.
The Company is, and at all times has been, in compliance with the provisions
of
its material permits, licenses and other governmental
authorizations.
3.20
No
Material Adverse Change. Except
as
otherwise disclosed herein or in the SEC Documents, since September 30, 2007,
there have not been any changes in the assets, liabilities, financial condition
or operations of the Company from that reflected in the Financial Statements
except changes in the ordinary course of business which have not been, either
individually or in the aggregate, materially adverse. The Company does not
have
pending before the SEC any request for confidential treatment of
information.
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3.21
Reservation.
The
Company has duly reserved for issuance such number of shares of Common Stock
as
may be issuable from time to time upon exercise or conversion, as the case
may
be, of the Securities.
3.22
Internal
Accounting Controls.
The
Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv)
the recorded accountability for assets is compared with the existing assets
at
reasonable intervals and appropriate action is taken with respect to any
differences. The Company has established disclosure controls and procedures
(as
defined in Exchange Rules 13a-15 and 15d-15) for the Company and designed such
disclosure controls and procedures to ensure that material information relating
to the Company is made known to the certifying officers by others within those
entities, particularly during the period in which the Company’s Form 10-K or
10-Q, as the case may be, is being prepared.
3.23
Title
to Assets.
The
Company has good and marketable title in fee simple to all real property owned
by it that is material to the business of the Company and good and marketable
title in all tangible personal property owned by them that is material to the
business of the Company in each case free and clear of all liens, except for
liens as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property
by the Company and liens for the payment of federal, state or other taxes,
the
payment of which is neither delinquent nor subject to penalties. Any real
property and facilities held under lease by the Company is held by it under
valid, subsisting and enforceable leases with which the Company is in material
compliance.
3.24
Registration
Rights.
Except
as disclosed to the Purchasers in writing, the Company has not granted or agreed
to grant to any person any rights (including “piggy back” registration rights)
to have any securities of the Company registered with the SEC or any other
governmental authority.
3.25
Material
Non-Public Information.
The
Company confirms that it has not provided any of the Purchasers or their agents
or counsel with any information that constitutes or might constitute material
non-public information as of the Closing Date. The Company understands and
confirms that the Purchasers shall be relying on the foregoing representations
in effecting transactions in securities of the Company.
ARTICLE
4
REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE PURCHASERS
Each
Purchaser hereby severally represents and warrants to the Company:
4.1
Authorization.
(a) Purchaser
has all requisite legal and corporate or other power and capacity and has taken
all requisite corporate or other action to execute and deliver this Agreement,
the Security Agreement, the Pledge Agreement, the Registration Rights Agreement
to purchase the Debentures and the Warrants to be purchased by it and to carry
out and perform all of its obligations under this Agreement and the other
Transaction Documents, and (b) this Agreement and the other Transaction
Documents to which a Purchaser is a party constitutes the legal, valid and
binding obligation of such Purchaser, enforceable in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization,
or similar laws relating to or affecting the enforcement of creditors’ rights
generally and (ii) as limited by equitable principles
generally.
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4.2
No
Legal, Tax or Investment Advice. Purchaser
understands that nothing in this Agreement or any other materials presented
to
Purchaser in connection with the purchase and sale of the Debentures and the
Warrants constitutes legal, tax or investment advice. Purchaser has
consulted such legal, tax and investment advisors as it, in its sole discretion,
has deemed necessary or appropriate in connection with its purchase of the
Debentures.
ARTICLE
5
ADDITIONAL
AGREEMENTS OF THE COMPANY
5.1
Securities
Laws Disclosure; Publicity. The
Company shall, by 8:30 a.m. Eastern time on the business day following the
date
of this Agreement, issue a press release or file a Current Report on Form 8-K,
in each case reasonably acceptable to the Majority in Interest on behalf of
the
Purchasers, disclosing the transactions contemplated hereby. The Company and
the
Majority in Interest shall consult with each other in issuing any press releases
with respect to the transactions contemplated hereby, and none of the Company,
the Majority in Interest, or any Purchaser shall issue any such press release
or
otherwise make any such public statement without the prior consent of the
Company, with respect to any press release of the Majority in Interest or any
Purchaser, or without the prior consent of the Majority in Interest on behalf
of
the Purchasers, with respect to any press release of the Company, which consent
shall not unreasonably be withheld, except if such disclosure is required by
law, in which case the disclosing party shall promptly provide the other party
with notice of such public statement or communication and consult with each
other with respect thereto prior to such public disclosure. Notwithstanding
the
foregoing, other than as set forth above, the Company shall not publicly
disclose the name of any Purchaser, or include the name of any Purchaser in
any
filing with the Commission or any regulatory agency or stock exchange, except
to
the extent such disclosure is required by law or stock exchange regulation,
in
which case the Company shall provide the Purchasers with prior notice of such
disclosure.
5.2
Listing
of Common Stock. The
Company hereby agrees to use commercially reasonably efforts to maintain the
listing on the OTCBB of the Common Stock sold hereunder or issuable upon
exercise of the Warrants. The Company further agrees, if the Company applies
to
have its Common Stock traded on any other stock exchange or quotation system,
it
will include in such application the Common Stock issuable upon exercise of
the
Warrants, and will take such other action as is necessary or desirable in the
opinion of the Purchasers to cause the Common Stock issuable upon exercise
of
the Warrants to be listed on such other stock exchange or quotation system
as
promptly as possible.
5.3
Commitment
Fee.
On
Closing, the Company shall issue to each Purchaser a commitment fee equal to
ten
percent (10%) of the principal of the debenture issued to such Purchaser, which
shall be paid at closing in shares of common stock based on valuation of thirty
five cents ($.35) per share. Such shares shall be paid to the Purchasers by
three of the former directors of the Company, pursuant to Section 3.6 of the
Share Exchange Agreement, dated as of October 25, 2007, by and between Future
Now Group, Inc., Future Now, Inc. and Xxxxxxxxx Holdings, LLC, Xxxx
Xxxxxx-vonTivadar, Xxx & Xxxxx Xxxxxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx,
L. Xxxxxx Xxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxxxx.
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ARTICLE
6
MISCELLANEOUS
6.1
Waivers
and Amendments. The
terms
of this Agreement may be waived or amended only upon the written consent of
the
Company and the Majority in Interest.
6.2
Governing
Law. This
Agreement shall be governed in all respects by and construed in accordance
with
the laws of the State of New York without any regard to conflicts of laws
principles.
6.3
Survival.
The
representations, warranties, covenants and agreements made in this Agreement
shall survive any investigation made by the Company or the Purchasers and the
Closing.
6.4
Successors
and Assigns. No
Purchaser shall assign this Agreement without the prior written consent of
the
Company.
6.5
Entire
Agreement. This
Agreement and the other Transaction Documents constitute the full and entire
understanding and agreement between the parties with regard to the subjects
thereof.
6.6
Notices,
etc. All
notices and other communications required or permitted under this Agreement
shall be in writing and may be delivered in person, by telecopy, overnight
delivery service or registered or certified United States mail, addressed to
the
Company or each of the Purchasers, as the case may be, at their respective
addresses set forth at the beginning of this Agreement or on Exhibit A,
or at
such other address as the Company, on the one hand, or a Purchaser, on the
other
hand, shall have furnished to the other party in writing. All notices and other
communications shall be effective upon the earlier of actual receipt thereof
by
the person to whom notice is directed or (a) in the case of notices and
communications sent by personal delivery or telecopy, one business day after
such notice or communication arrives at the applicable address or was
successfully sent to the applicable telecopy number, (b) in the case of
notices and communications sent by overnight delivery service, at noon (local
time) on the second business day following the day such notice or communication
was sent, and (c) in the case of notices and communications sent by United
States mail, seven days after such notice or communication shall have been
deposited in the United States mail.
6.7
Severability
of this Agreement. If
any provision of this Agreement shall be judicially determined to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.
6.8
Counterparts;
Signatures by Facsimile. This
Agreement may be executed in any number of counterparts, each of which shall
be
an original, but all of which together shall constitute one instrument.
This Agreement, once executed by a party, may be delivered to the other parties
hereto by facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement.
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6.9
Further
Assurances. Each
party to this Agreement shall do and perform or cause to be done and performed
all such further acts and things and shall execute and deliver all such other
agreements, certificates, instruments and documents as the other party hereto
may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.
6.10
Expenses.
Each
party shall bear its own expenses, except that the Company agrees to pay
Professional Offshore Opportunity Fund, Ltd. and Professional Traders Fund,
LLC
for their legal expenses and counsel fees with respect to this Agreement and
the
transactions contemplated in the aggregate amount of $30,000 and agrees to
pay
Professional Traders Management LLC the sum of $25,000 as a due diligence fee.
Expenses under this provision shall be paid at Closing.
6.11
Replacement
of Securities.
If any
certificate or instrument evidencing any Securities is mutilated, lost, stolen
or destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation thereof, or in lieu of and substitution
therefore, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction and
customary and reasonable indemnity, if requested. The applicants for a new
certificate or instrument under such circumstances shall also pay any reasonable
third-party costs associated with the issuance of such replacement
Securities.
IN
WITNESS WHEREOF,
this
Agreement is hereby executed as of the date first above written.
|
FUTURE
NOW GROUP, INC.
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
|
PROFESSIONAL
OFFSHORE
OPPORTUNITY
FUND, LTD.
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
|
PROFESSIONAL
TRADERS
FUND,
LLC
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
10
EXHIBIT
A
SCHEDULE OF
PURCHASERS
|
PURCHASER
|
Principal
Amount of Debenture
|
|
Common
Shares
Underlying Warrant #1
|
|
Common
Shares
Underlying Warrant #2
|
|||||
|
Professional
Offshore Opportunity Fund, Ltd.
1400
Old Country
Road
Suite
206
Westbury,
New York 11590
|
$
|
1,666,667
|
2,380,943
|
2,380,943
|
||||||
|
Professional
Traders Fund, LLC.
1400
Old Country
Road
Suite
206
Westbury,
New York 11590
|
$
|
333,333
|
476,200
|
476,200
|
||||||
|
|
|
|
|
|||||||
|
Total
|
$
|
2,000,000
|
2,857,143
|
2,857,143
|
||||||
11
