WARRANT To Purchase ________ Shares of Common Stock of LION CAPITAL HOLDINGS, INC.Warrant • October 23rd, 2009 • Lion Capital Holdings Inc • Telephone communications (no radiotelephone)
THIS WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 ________________ , 2009 (the “Initial Exercise Date”) and on or prior to the two-year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Lion Capital Holdings, Inc., a Delaware corporation (the “Company”), up to ________ shares (the “Warrant Shares”) of common stock, no par value per share, of the Company (the “Common Stock”). The purchase price of each share of Common Stock (the “Exercise Price”) under this Warrant shall be $___, subject to adjustment hereunder.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 23rd, 2009 • Lion Capital Holdings Inc • Telephone communications (no radiotelephone)
THIS AGREEMENT (the “Agreement” and/or the “Share Exchange”) is entered into on the date signed below (“Agreement Date”) and shall take effect as of October 12, 2009 (“Effective Date”), between Lion Capital Holdings, Inc., a Delaware corporation (“Lion”) and DeFi Mobile, Ltd., a Delaware corporation (“DeFi”).
DeFi Shareholder Share Exchange AgreementLion Capital Holdings Inc • October 23rd, 2009 • Telephone communications (no radiotelephone)
AMENDMENT NO.2 TO AGREEMENT AND PLAN OF MERGER BETWEEN LION CAPITAL HOLDINGS, INC., AND DEFI MOBILE LTD.Agreement and Plan of Merger • October 23rd, 2009 • Lion Capital Holdings Inc • Telephone communications (no radiotelephone)
Amendment No. 2, including Exhibit A and the Share Exchange Agreement attached hereto, (collectively the “Amendment”) dated as of September 29, 2009, between Lion Capital Holdings, Inc., a Delaware corporation (“Parent”), and DeFi Mobile, Ltd., a Delaware corporation (the “Company”), to the Agreement and Plan of Merger Agreement between the parties dated as of July 10, 2009, as amended by Amendment No.1, dated August 7, 2009 (the “Agreement”).
