WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATESurfect Holdings, Inc • December 6th, 2007 • Special industry machinery, nec
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2007 • Surfect Holdings, Inc • Special industry machinery, nec
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December ___, 2007, among Surfect Holdings, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 6th, 2007 • Surfect Holdings, Inc • Special industry machinery, nec • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Surfect Holdings, Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of up to 150 Units at a purchase price of $20,000 per Unit for a maximum aggregate purchase price of $3,000,000. Each Unit consists of 500,000 shares of its common stock, $0.0001 par value per share (the “Shares”), at a purchase price of $0.04 per Share ( “Purchase Price”) and (i) a five-year warrant to purchase an aggregate of 250,000 Shares at $0.06 per share and (ii) a five-year warrant to purchase an aggregate of 250,000 Shares at $0.12 per share (collectively, the “Warrants”). As used herein, the term “Units” means such Units, and all Shares and Warrants underlying the Units.
Surfect Holdings, Inc.Surfect Holdings, Inc • December 6th, 2007 • Special industry machinery, nec
Reference is made to the Engagement Letter, dated November 28, 2007 (“Letter”), between Surfect Holdings, Inc. (the “Company) and Westminster Securities Corp. Section 2 of the Letter shall be deleted in its entirety and replaced with the following in lieu thereof:
SUPPLEMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • December 6th, 2007 • Surfect Holdings, Inc • Special industry machinery, nec
This Supplement No. 1 to Subscription Agreement (this “Supplement”), dated December 4, 2007, amends and supplements certain information contained in the Subscription Agreement (“Subscription Agreement”) of Surfect Holdings, Inc., a Delaware corporation (the “Company”) in connection with the offer to purchase dated as of November 30, 2007. Each purchaser identified on the signature page to this Supplement (the “Subscriber”) is requested to (i) acknowledge and reconfirm its investment in the Company’s private offering of up to 150 Units at a purchase price of $20,000 per Unit up to a maximum offering amount of $3,000,000 (the “Offering”) and (ii) notwithstanding anything to the contrary in the Subscription Agreement, agree to the Offering terms as modified or supplemented below. Each capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Subscription Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • December 6th, 2007 • Surfect Holdings, Inc • Special industry machinery, nec • New York
The undersigned is a director and/or beneficial owner of shares of common stock, par value $0.0001 per share (“Common Stock”), of Surfect Holdings, Inc., a Delaware corporation (the “Company”). The undersigned understands that the Company will offer up to $3 million of its shares of Common Stock to accredited investors in a private placement offering at $0.04 per share (the “Funding Transaction”). The undersigned also understands that Westminster Securities Corporation has acted as placement agent with respect to the Funding Transaction (the “Placement Agent”). The undersigned understands that the Company and the Placement Agent will proceed with the Funding Transaction in reliance on this Agreement.
MEMBER NEW YORK STOCK EXCHANGEMember New York Stock • December 6th, 2007 • Surfect Holdings, Inc • Special industry machinery, nec • New York
We are pleased to submit to you this binding Engagement Letter (the “Agreement”) that sets forth the arrangement whereby Westminster Securities Corp. (“Westminster”) will act as exclusive placement agent to Surfect Holdings, Inc. and its successor corporations or partnerships (collectively referred to as the “Company”) in connection with a bridge loan financing for the Company of up to $120,000; followed by up to $5,000,000 in common stock or other equity-linked securities, in one or more financings (collectively, the “Financing”), in amounts and upon terms acceptable to the Company.
