FORM OF WARRANTWarrant Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New Mexico
This SEPARATION AGREEMENT AND RELEASE (“Agreement”) is entered into this 18th day of August, 2005 (the “Effective Date”), between Surfect Technologies, Inc., together with each of its parents, subsidiaries, affiliates, directors, officers, and agents (collectively the “Employer”) on the one hand, and Thomas Griego (“Employee”) on the other hand. The Employer and Employee are jointly referred to as the “Parties.”
SURFECT HOLDINGS, INC. STOCK OPTION AGREEMENT UNDER THE 2006 STOCK PLANStock Option Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
The Company hereby grants to the Optionee an option (the “Option”) to purchase shares of the Company’s common stock (the “Option Shares”) under the Surfect Holdings, Inc. 2006 Stock Plan (the “Plan”) upon the terms and conditions of the Plan and this Agreement. Capitalized terms used herein that are not otherwise defined shall have the meanings set forth in the Plan, which is hereby incorporated herein by reference. In the event of a conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall govern.
CONSULTING AGREEMENTConsulting Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This Consulting Agreement (the “Agreement”), effective as of August 1, 2006 is entered into by and between SURFECT TECHNOLOGIES, INC., a Delaware corporation (herein referred to as the “Company”) and Vision Advisors, Inc., a California corporation (herein referred to as the “Consultant”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
market value (as defined below) of one share of the Company’s Common Stock remains equal to or greater than $3.00 over any consecutive 20 day period (the “Threshold Period”), the Company shall have the option to purchase this Warrant from Warrantholder for $0.05 per Warrant Share. To exercise this call option, the Company shall, within 30 days following termination of the Threshold Period, and at least 30 days prior to exercise of the option, provide the Warrantholder with written notice specifying the date the option will be exercised. The Warrantholder then shall have 10 days after receipt of such notice to exercise its rights under this Warrant.
AGREEMENTConsulting Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New Mexico
This Agreement dated as of June 16, 2006 by and between Surfect Technologies Inc a Delaware corporation (the “Company”), and Mark Groussman, Barry Honig, and RB & AJ Associated Holdings, Inc., a California Corporation, Robert B. Prag, CEO (“Consultants”).
MEMBER NEW YORK STOCK EXCHANGEInvestment Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This letter shall set forth our agreement (“Agreement”) with respect to the non-exclusive services to be provided by Westminster Securities Corp. (“Westminster”) to Surfect Technologies, Inc. (the “Company”), in connection with the Company’s desire to raise up to $3 million in equity financing (“Transaction”), upon terms and conditions proposed by or agreeable to the Company. Westminster will endeavor to introduce to the Company, in writing (via email, facsimile, or hard copy letter), individuals or entities that may have an interest in investing in the Transaction (together with their affiliated employees, funds and management companies, “Investors”). For clarity, “Investors” shall only include such Investors introduced by Westminster. We hereby agree as follows:
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among WINDY CREEK DEVELOPMENTS, INC., SURFECT ACQUISITION CORP. and SURFECT TECHNOLOGIES, INC.Merger Agreement • October 3rd, 2006 • Windy Creek Developments, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on September 27, 2006, by and among Windy Creek Developments, Inc., a Delaware corporation (“Parent”), Surfect Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Surfect Technologies, Inc., a Delaware corporation (the “Company”).
