AGENCY AND INTERLENDER AGREEMENTAgency and Interlender Agreement • August 22nd, 2012 • Search by HEADLINES.COM Corp. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia
This AGENCY AND INTERLENDER AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) is dated as of August 10, 2012, and is entered into among Kalamalka Partners Ltd., a company incorporated under the laws of the Province of British Columbia, (the “Agent”) and each Person who signs a counterpart of this Agreement from time to time as a lender (collectively, the “Lenders”) and is acknowledged, consented to and agreed to by Naked Boxer Brief Clothing Inc. (“Naked”), a corporation domesticated under the laws of the State of Nevada, and Search By Headlines.com Corp. (“SBH”), a corporation incorporated under the laws of the State of Nevada (Naked and SBH together, the “Borrowers”).
SECURITY AGREEMENTSecurity Agreement • August 22nd, 2012 • Search by HEADLINES.COM Corp. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia
THIS SECURITY AGREEMENT (the “Agreement”) is dated August 10, 2012 and is made by SEARCH BY HEADLINES.COM CORP., a Nevada corporation (the “Debtor”), in favor of KALAMALKA PARTNERS LTD., a British Columbia company, in its capacity as agent for certain lenders (the “Lenders”) (in such capacity, the "Secured Party") and is granted by the Debtor in favour of the Secured Party pursuant to promissory notes made jointly and severally by the Debtor and NAKED BOXER BRIEF CLOTHING INC. (the “Co-Borrower”) in favour of the Lenders (as those notes may be amended, extended, renewed, replaced, restated and in effect from time to time the “Notes”) and evidencing loans made by the Lenders to the Debtor and the Co-Borrower on a joint and several basis.
ContractPrivate Placement Subscription Agreement • August 22nd, 2012 • Search by HEADLINES.COM Corp. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia
THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THIS “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
ContractPrivate Placement Subscription Agreement • August 22nd, 2012 • Search by HEADLINES.COM Corp. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia
THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THIS “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
