SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 8th, 2010 • Zurvita Holdings, Inc. • Services-membership organizations • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of June 3, 2010 among Zurvita Holdings, Inc., a Delaware (the “Company”), and Vicis Capital Master Fund (the “Purchaser”).
SERIES C COMMON STOCK PURCHASE WARRANT To Purchase 9,200,000 Shares of Common Stock of ZURVITA HOLDINGS, INC.Security Agreement • June 8th, 2010 • Zurvita Holdings, Inc. • Services-membership organizations
THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, VICIS CAPITAL MASTER FUND (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seventh (7th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zurvita Holdings, Inc. a Delaware Corporation (the “Company”), up to 9,200,000 shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
