WARRANTS TO PURCHASE 1,100,000 SHARES OF COMMON STOCK WARRANT CERTIFICATESecurities Purchase Agreement • February 4th, 2005 • C T Holdings Inc • Dolls & stuffed toys
This Warrant Certificate certifies that Quantum Merchant Bankers, LLC, or registered assigns, in consideration of $3,520.08 received, is the registered holder of Warrants (the “Warrants”) to purchase initially, at any time from December 30, 2005 (the “Effective Date”) until 5:30 p.m. Los Angeles time, on December 30, 2014 (“Expiration Date”), up to the number of fully paid and nonassessable shares of common stock (“Common Stock”) of A.C.T. Holdings, Inc., a Nevada corporation (the “Company”) set forth above, at the initial exercise price, subject to adjustment in certain events, of $0.85 per share (the “Exercise Price”) of Common Stock upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein.
EXHIBIT D-1 LOCK-UP/LEAK-OUT AGREEMENTLock-Up/Leak-Out Agreement • February 4th, 2005 • C T Holdings Inc • Dolls & stuffed toys • Utah
THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of the day of December, 2004, between Two Moons Kachinas Corp., a Nevada corporation (“Two Moons”), and the individuals that execute and deliver a Counterpart Signature Page hereof, and sometimes collectively referred to herein as the “Shareholders” and each, a “Shareholder.” For all purposes of this Agreement, “Shareholder” includes any “affiliate, controlling person of Shareholder, agent, representative or other person with whom Shareholder is acting in concert with.
