REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2007 • Foldera, Inc • Wholesale-misc durable goods
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 7, 2007, between Foldera, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT FOLDERA, INC.Foldera, Inc • December 10th, 2007 • Wholesale-misc durable goods
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Vision Opportunity Master Fund, 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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Foldera, Inc., a Nevada corporation (the “Company”), up to 2,857,143 shares (the “Warrant Shares”) of 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 10th, 2007 • Foldera, Inc • Wholesale-misc durable goods • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 7, 2007, between Foldera, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • December 10th, 2007 • Foldera, Inc • Wholesale-misc durable goods • New York
This SECURITY AGREEMENT, dated as of December 7, 2007 (this “Agreement”), is among Foldera, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Debentures due the Maturity Date and issued on or about December 5, 2007 in the original aggregate principal amount of $7,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns, and Vision Capital Advisors LLC (the “Collateral Agent”) (collectively, the “Secured Parties”).
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE THE MATURITY DATEFoldera, Inc • December 10th, 2007 • Wholesale-misc durable goods • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of Foldera, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 17011 Beach Blvd., Suite 1500, Huntington Beach, CA 92647, designated as its 8% Senior Secured Convertible Debenture due the Maturity Date (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
