SUBSCRIPTION AGREEMENTSubscription Agreement • February 1st, 2007 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip
THE COMPANY HAS THE RIGHT TO ACCEPT OR REJECT THIS SUBSCRIPTION, IN WHOLE OR IN PART, FOR ANY REASON AND AT ANY TIME PRIOR TO THE CLOSING DATE OF THIS OFFERING, NOTWITHSTANDING PRIOR RECEIPT BY THE SUBSCRIBER OF NOTICE OF ACCPTANCE OF SUBSCRIPTION.
SENIOR SUBORDINATED BRIDGE NOTE ADDENDUMSenior Subordinated Bridge Note Addendum • February 1st, 2007 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip
POWERCOLD CORPORATION, a Nevada corporation (the “Borrower”), hereby extends the attached SENIOR SUBORDINATED BRIDGE NOTE, dated August 30, 2006, including all terms an conditions, one month to December 31, 2006 for the designated “Holder” .
ContractSenior Subordinated Bridge Note • February 1st, 2007 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
THIS NOTE, THE WARRANT, AND THE COMMON SHARES ISSUABLE UNDER THE NOTE OR WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THIS NOTE, THE WARRANT, AND THE COMMON SHARES ISSUABLE UNDER THIS NOTE AND/OR WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF EITHER: AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS; OR, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO POWERCOLD CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
