WARRANT ASSIGNMENT AND JOINDER
Exhibit 3.3
WARRANT ASSIGNMENT AND JOINDER
Reference is made to that certain Warrant, dated as of June 16, 2004 (the “Warrant”), to purchase in the aggregate 2,000,000 shares of the common stock, $.0001 par value per share (“Common Stock”), of Stronghold Technologies, Inc., a Nevada corporation (the “Company”). Capitalized terms not defined herein shall have the meaning given to them in the Note Purchase Agreement, dated as of June 16, 2004, by and among the Company, Stanford Venture Capital Holdings, Inc., a Delaware corporation (“Stanford”), Xxxxxxxxxxx X. Xxxxx and Xxxx Xxxxx.
Now therefore, for value received, Stanford (“Holder”), hereby sells, assigns and transfers unto (i) Xxxxxx X. Xxxxx (“Xxxxx”) the right to purchase 250,000 shares of Common Stock represented by the Warrant (the “Xxxxx Warrant Shares”); (ii) Xxxxxxx X. Xxxxxxxxxx (“Fusselmann”) the right to purchase 250,000 shares of Common Stock represented by the Warrant (the “Fusselmann Warrant Shares”); (iii) Xxxxxxx Pi (“Pi”) the right to purchase 250,000 shares of Common Stock represented by the Warrant (the “Pi Warrant Shares”), and (iv) Xxxxxx X. Xxxxx (“Xxxxx”) the right to purchase 250,000 shares of Common Stock represented by the Warrant (“Xxxxx Warrant Shares”) (each of Bogar, Fusselmann, Pi and Xxxxx, individually an “Assignee and collectively, the “Assignees” and the Xxxxx Warrant Shares, the Fusselmann Warrant Shares, the Pi Warrant Shares, and the Xxxxx Warrant Shares, collectively the “Warrant Shares”).
By execution and delivery of this Warrant Assignment and Joinder, each Assignee, as successor to Holder with respect to its respective amount of the Warrant Shares (i) will be deemed to be a party to the Warrant and the Registration Rights Agreement, incorporated by this reference as though fully set forth herein, (ii) authorizes this Warrant Assignment and Joinder to be attached to the Warrant, and (iii) represents and warrants that Assignee is an Accredited Investor.
Each Assignee, as successor to Holder with respect to its respective amount of the Warrant Shares, will have all rights, and shall observe all the obligations, applicable to a “Holder” as set forth in the Warrant, an “Investor” as set forth in the Registration Rights Agreement, as though such Assignee had executed the Warrant and the Registration Rights Agreement as an initial Holder or Investor thereunder, and confirms his obligations under the Warrant and the Registration Rights Agreement.
Date: June 16, 2004
| COMPANY | HOLDER | |||||
| Stronghold Technologies, Inc. | Stanford Venture Capital Holdings, Inc. | |||||
| By: | /s/ Xxxxxxxxxxx X. Xxxxx |
By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxxxxxxxx X. Xxxxx | Name: | Xxxxx X. Xxxxx | |||
| Title: | President | Title: | President and CEO | |||
| ASSIGNEES |
| /s/ Xxxxxx X. Xxxxx |
| Xxxxxx X. Xxxxx |
| 0000 Xxxxxxx Xxxxx |
| Xxxxxxxxx, XX 00000 |
| /s/ Xxxxxxx X. Xxxxxxxxxx |
| Xxxxxxx X. Xxxxxxxxxx |
| 000 Xxxxxxx Xxxxxxxxx, #000 |
| Xxx Xxxxxxxx, XX 00000 |
| /s/ Xxxxxxx Pi |
| Xxxxxxx Pi |
| 0000 X.X. 000xx Xxxxxx |
| Xxxxxxxxx, XX 00000 |
| /s/ Xxxxxx X. Xxxxx |
| Xxxxxx X. Xxxxx |
| 0000 Xxxxxxx Xxxx |
| Xxxxx Xxxxx, XX 00000 |
