REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2006 • Friendlyway CORP • Non-operating establishments • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of July 19, 2006, by and between FRIENDLYWAY CORPORATION, a Nevada corporation (the "Company"), SLOAN SECURITIES CORP. (“Placement Agent”) and certain accredited investors purchasing the securities offered in private placement by the Company. Such investors are each referred to herein as a “Purchaser” and collectively as the "Purchasers".
FRIENDLYWAY CORPORATION AND CERTAIN OF ITS SUBSIDIARIES FORM OF NOTE SECURITY AGREEMENTNote Security Agreement • July 26th, 2006 • Friendlyway CORP • Non-operating establishments • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2006 • Friendlyway CORP • Non-operating establishments • New York
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June 14, 2006, by and among friendlyway Corporation, a Nevada corporation (the "Company"), and the purchasers listed on the Schedule of Purchasers attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 26th, 2006 • Friendlyway CORP • Non-operating establishments • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Purchasers, as defined in the Securities Purchase Agreement described below (each a "Purchaser" and together the "Purchasers") to or for the account of friendlyway Corporation, a Nevada corporation ("Debtor"), from time to time and at any time and for other good and valuable consideration and to induce the Purchasers, in their discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as the Purchasers or the Agent, as defined in the Securities Purchase Agreement, may deem advisable, the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as "Guarantors" or "the undersigned") unconditionally guaranties to the Purchasers, their successors,
FRIENDLYWAY CORPORATION FORM OF WARRANT TO PURCHASE COMMON STOCK Void after _________ __, 2011Warrant Agreement • July 26th, 2006 • Friendlyway CORP • Non-operating establishments
THIS CERTIFICATE certifies that ____________________, having an address at ______________________________________, or permitted assignees is the registered holder (the “Holder”) of this Warrant to Purchase Common Stock (the “Warrant”) to purchase shares of the common stock, $.001 par value per share (the “Common Stock”), of friendlyway Corporation, a corporation duly organized and validly existing under the laws of the State of Nevada (the “Company”). This Warrant has been issued to the Holder in connection with the private placement of securities offered pursuant to the Company’s Securities Purchase Agreement dated as of ____________, 2006 (together with all documents and filings attached thereto, the “Securities Purchase Agreement”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 26th, 2006 • Friendlyway CORP • Non-operating establishments • New York
This Stock Pledge Agreement (this "Agreement"), dated as of July 19, 2006, among Atlantic Professional Association, Inc., as agent (the “Agent”) of the purchasers listed on Schedule A annexed hereto (the “Purchasers”), friendlyway Corporation, a Nevada corporation (the "Company"), and Kenneth Upcraft (the "Pledgor").
