RAYBOR MANAGEMENT, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • May 24th, 2005 • Raybor Management Inc • Non-operating establishments • Oregon
This certifies that, for value received, BROADMARK CAPITAL, LLC, with its principal offices at 2800 One Union Square, 600 University Street, Seattle, Washington 98101, its successors and assigns (together with its successors and assigns, the “Initial Purchaser”), or its assigns are entitled to subscribe for and purchase in accordance with the provisions of this Warrant, from RAYBOR MANAGEMENT, INC. (the “Company”), a Delaware corporation, with its principal offices at 221 West 10th Street, Medford, Oregon 97501, 11,321 shares of .0001 par value Common Stock of the Company (the “Subject Common Stock”) for the exercise price of $0.0001 per share (the “Warrant Exercise Price”); subject, however, to adjustment as provided in Section 4 hereof.
SECURITIES PURCHASE AGREEMENT Dated as of January 3, 2005 among C3 CAPITAL PARTNERS, L.P. as Purchaser and RAYBOR MANAGEMENT, INC. IC MARKETING, INC. AMERICAN CONSUMER PUBLISHING ASSOCIATION, INC. BACK 2 BACK’S, INC. as IssuersSecurities Purchase Agreement • May 24th, 2005 • Raybor Management Inc • Non-operating establishments • Missouri
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of January 3, 2005, among IC MARKETING, INC., a Nevada corporation (“ICM”), AMERICAN CONSUMER PUBLISHING ASSOCIATION, INC., an Oregon corporation (“ACPA”), RAYBOR MANAGEMENT, INC., a Delaware corporation (“RMI”), and BACK 2 BACK’S, INC., an Oregon corporation (“B2B” and together with ICM, ACPA, RMI, and B2B are sometimes collectively referred to in this Agreement as the “Issuers”), and C3 CAPITAL PARTNERS, L.P., a Delaware limited partnership, its successors and assigns (together with its successors and assigns “Purchaser”). The Issuers and the Purchaser hereby agree as follows:
Contract12% Secured Note • May 24th, 2005 • Raybor Management Inc • Non-operating establishments • Missouri
THIS 12% SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS. TRANSFER OF THIS 12% SECURED NOTE ALSO IS RESTRICTED BY THE SECURITIES PURCHASE AGREEMENT REFERRED TO HEREIN.
SECURITY AGREEMENTSecurity Agreement • May 24th, 2005 • Raybor Management Inc • Non-operating establishments • Missouri
THIS SECURITY AGREEMENT (this “Agreement”) is dated as of January 3, 2005, and is by and among IC MARKETING, INC., a Nevada corporation (“ICM”), AMERICAN CONSUMER PUBLISHING ASSOCIATION, INC., an Oregon corporation (“ACPA”), RAYBOR MANAGEMENT, INC., a Delaware corporation (“RMI”), and BACK 2 BACK’S, INC., an Oregon corporation (“B2B” and together with ICM, ACPA, RMI, and B2B are sometimes collectively referred to in this Agreement as the “Issuers”), and C3 CAPITAL PARTNERS, L.P., a Delaware limited partnership, its successors and assigns (together with its successors and assigns, “Purchaser”).
