ContractBrookside Technology Holdings, Corp. • April 16th, 2010 • Communications services, nec • Florida
THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF OF THIS WARRANT.
AMENDMENT AGREEMENTAmendment Agreement • April 16th, 2010 • Brookside Technology Holdings, Corp. • Communications services, nec • Georgia
SECURITIES PURCHASE AND LOAN CONVERSION AGREEMENTSecurities Purchase and Loan Conversion Agreement • April 16th, 2010 • Brookside Technology Holdings, Corp. • Communications services, nec • Florida
This SECURITIES PURCHASE AND LOAN CONVERSION AGREEMENT, dated as of April 12, 2010 (this “Agreement”), is by and between Brookside Technology Holdings Corp., a Florida corporation (the “Company”), and Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (“Vicis”).
AMENDED AND RESTATED WARRANT For Common Stock of BROOKSIDE TECHNOLOGY HOLDINGS CORP. Expiring September 23, 2018Warrant • April 16th, 2010 • Brookside Technology Holdings, Corp. • Communications services, nec • Georgia
This Amended and Restated Warrant (the “Warrant”) is an amendment, consolidation and restatement of the warrant originally issued to Chatham by Company dated as of September 23, 2008 (the “Original Warrant”) as had been supplemented by certain terms and provisions in the May 29, 2009 letter agreement and the August 13, 2009 letter agreement, each between Company (and its affiliates) and Chatham regarding the number of the Stock Units that would be encompassed under the Original Warrant. This Warrant provides (and reaffirms) that the holders are entitled to purchase as of the date of this Warrant 506,906,835 Stock Units (such number increased from that in the Original Warrant due to application of the anti-dilution adjustment provisions in Article IV, and such number to constitute ten percent (10.0%) of all Common Stock on a Fully Diluted Basis as of the date of this Warrant (assuming the future anticipated grant of options to purchase a total of 862,000,000 shares of Common Stock to be
