WARRANT TO PURCHASE SHARES OF THE COMMON STOCK OF ASKMENOW, INC. (Void after Expiration Date - September 11, 2010) Issue Date: September 11, 2007Warrant Agreement • November 16th, 2007 • AskMeNow,Inc. • Mortgage bankers & loan correspondents • Delaware
This certifies that Phillips Nizer LLP, a New York limited liability partnership with a principal business address of 666 Fifth Avenue, New York, New York 10103 (or any valid transferee thereof, the “Holder”), for value received, shall be entitled to purchase from AskMeNow, Inc., a Delaware corporation having its principal place of business at 26 Executive Park, Suite 250, Irvine, California 92614 (together with its successors and assigns, the “Company”), subject to the terms and conditions set forth herein, Fifty Thousand (50,000) fully paid and non-assessable shares of the Company’s common stock, par value $.01 per share (“Common Stock”), at a price equal to $.50 per share, at any time and from time to time commencing as of the issue date set forth above (the “Issue Date”) and continuing up to and including 12:00 p.m. (California time) on September 11, 2010 (“Expiration Date”); provided, however, if such date is not a Business Day, then on the Business Day immediately following such
ContractConvertible Promissory Note • November 16th, 2007 • AskMeNow,Inc. • Mortgage bankers & loan correspondents • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ”ACT”), OR ANY STATE SECURITIES LAWS. NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAWS WHERE PAYEE HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN REGISTRATION IS NOT REQUIRED.
