THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO...nFinanSe Inc. • June 16th, 2008 • Short-term business credit institutions • Florida
This is to certify that, FOR VALUE RECEIVED, _______________ (the “Holder”), is entitled to purchase, subject to the terms set forth below, from nFinanse Inc., a Nevada corporation (the “Company”), during the period commencing on the date first written above and expiring five (5) years thereafter (the “Exercise Period”), an aggregate of _________ (___________) fully paid and non-assessable shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a per share purchase price of $2.30 (the “Exercise Price”). The Exercise Price and the number of such shares are subject to adjustment, from time to time, as provided below. The shares of Common Stock deliverable upon such exercise are hereinafter sometimes referred to as the “Warrant Shares.” This Warrant is herein referred to as the “Warrant”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 16th, 2008 • nFinanSe Inc. • Short-term business credit institutions • New York
THIS LOAN AND SECURITY AGREEMENT is entered into as of June 10, 2008 among nFinanSe Inc., a Nevada corporation (“Parent”), and nFinanSe Payments Inc., a Nevada corporation (“Sub”, and together with Parent, on a joint and several basis, the “Borrowers”), each of the Persons identified as Lenders on Schedule 1.1(a) attached hereto (together with each of their successors and assigns, referred to individually as a “Lender” and collectively, as the “Lenders”), and Ballyshannon Partners, L.P., a Pennsylvania limited partnership (“Ballyshannon Partners”), acting as agent (in such capacity, and any successor to Ballyshannon Partners, the “Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 16th, 2008 • nFinanSe Inc. • Short-term business credit institutions • Florida
The Company has further authorized the issuance of an aggregate of 1,400,000 shares of Common Stock and Preferred Stock, at the exchange price of $2.00 per share, to certain accredited investors in exchange for the 1,120,000 shares of Common Stock purchased by those accredited investors at the purchase price of $2.50 per share pursuant to those certain Securities Purchase Agreements dated March 21, 2008, March 28, 2008, March 31, 2008 and May 16, 2008 (collectively, the “Previous Purchase Agreements”); and (ii) 700,000 shares of Common Stock underlying warrants, with an exercise price of $2.30 per share, that will replace those warrants to purchase 560,000 shares of Common Stock at an exercise price of $3.25 issued to those certain accredited investors party to the Previous Purchase Agreements. The exchange transactions referenced in this paragraph (the “Exchange”) will occur simultaneously with closing of the Offering.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • June 16th, 2008 • nFinanSe Inc. • Short-term business credit institutions • Florida
THIS SECURITIES EXCHANGE AGREEMENT, dated as of June ___, 2008 (this “Agreement”), is entered into by and between nFinanSe Inc., a Nevada corporation (the “Company”), and _______________________ (the “Securityholder”).
