SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 8th, 2006 • MCF Corp • Security brokers, dealers & flotation companies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 7, 2006 among MCF Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2006 • MCF Corp • Security brokers, dealers & flotation companies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 7, 2006, among MCF Corporation, a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
VARIABLE RATE SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 31, 2010MCF Corp • March 8th, 2006 • Security brokers, dealers & flotation companies • New York
THIS VARIABLE RATE SECURED DEBENTURE is one of a series of duly authorized and validly issued Secured Convertible Debentures of MCF Corporation, a Delaware corporation, having its principal place of business at 600 California Street, 9th Floor, San Francisco, California 94108 (the “Company”), designated as its Variable Rate Secured Convertible Debenture, due December 31, 2010 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • March 8th, 2006 • MCF Corp • Security brokers, dealers & flotation companies • New York
SECURITY AGREEMENT, dated as of March 7, 2006 (this “Agreement”), among MCF Corporation, a Delaware corporation (the “Company”) and MCF Asset Management LLC and its 99.9% owned subsidiary, MCF/NV Asset Management, LLC, and MCF Wealth Management LLC and its whollly-owned subsdiary, Catalyst Financial Planning and Investment Management Corporation, each a direct or indirect subsidiary of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s Variable Rate Secured Debentures due December 31, 2010 in the original aggregate principal amount of $7,500,000 (the “Debentures”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 8th, 2006 • MCF Corp • Security brokers, dealers & flotation companies • New York
SUBSIDIARY GUARANTEE, dated as of March 7, 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between MCF Corporation, a Delaware corporation (the “Company”) and the Purchasers.
COMMON STOCK PURCHASE WARRANT To Purchase 1,875,000 Shares of Common Stock of MCF CORPORATIONCommon Stock Purchase Warrant • March 8th, 2006 • MCF Corp • Security brokers, dealers & flotation companies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Midsummer Investment, Ltd. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the six year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MCF Corporation, a Delaware corporation (the “Company”), up to 1,875,000 shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
