AGREEMENT AND PLAN OF MERGER OF NICKLEBYS.COM, INC. (A COLORADO CORPORATION) WITH AND INTO FIIC HOLDINGS, INC. (A DELAWARE CORPORATION)Merger Agreement • March 6th, 2006 • Nicklebys Com Inc • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated this 28th day of February 2006, by and between NICKLEBYS.COM, INC., a Colorado corporation (“NBYS”) and FIIC HOLDINGS, INC., a Delaware corporation (“FHI”), is made with respect to the following facts.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2006 • Nicklebys Com Inc • Services-business services, nec • Kansas
This Securities Purchase Agreement (the “Agreement”) is made and entered into on February 28, 2006 by and between Nicklebys.com, Inc., a corporation organized under the laws of the State of Colorado, with its principal place of business currently located at 3179 South Peoria Court, Aurora, Colorado, (the “Company”), and Oceanus Value Fund, L.P. (the “Buyer”). The Company presently intends to reincorporate in the State of Delaware, relocate its principal place of business and change its name to FIIC Holdings, Inc.
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2006 • Nicklebys Com Inc • Services-business services, nec
This Amendment to Securities Purchase Agreement (the “Amendment”) is made and entered into on February 28, 2006 by and between Nicklebys.com, Inc. (the “Company”), and Oceanus Value Fund, L.P. (the “Buyer”) with respect to the following facts and circumstances:
REGISTRATION RIGHTS AGREEMEN TRegistration Rights Agreement • March 6th, 2006 • Nicklebys Com Inc • Services-business services, nec
This Registration Rights Agreement (the "Agreement") is made and entered into o n by and between Nicklebys .com, Inc., a Colorado corporation (the "Company"), and Oceanus Value Fund, L.P . (the "Buyer") .
ContractUnsecured Convertible Promissory Note • March 6th, 2006 • Nicklebys Com Inc • Services-business services, nec
THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.
