ContractWarrant Agreement • April 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PROLINK HOLDINGS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractSecured Convertible Term Note • April 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PROLINK HOLDINGS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
MEMBERSHIP INTEREST PLEDGE AGREEMENTMembership Interest Pledge Agreement • April 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
THIS MEMBERSHIP INTEREST PLEDGE AGREEMENT (as the same may be amended, restated, modified and otherwise supplemented from time to time, this “Pledge Agreement”), dated as of August 17, 2007 is made by PROLINK HOLDINGS CORP., a Delaware corporation (“Pledgor”), in favor of CALLIOPE CAPITAL CORPORATION, a Delaware corporation (“Calliope”).
ContractSecured Revolving Note • April 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PROLINK HOLDINGS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of August 17, 2007, is made by PROLINK SOLUTIONS, LLC, a Delaware limited liability company (“ProLink Solutions”), and PROLINK HOLDINGS CORP., a Delaware corporation (“ProLink Holdings” together with ProLink Solutions, each a “Grantor” and collectively, the “Grantors”), in favor of CALLIOPE CAPITAL CORPORATION (“Calliope”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Note and Warrants referred to therein.
SECURITY AGREEMENT CALLIOPE CAPITAL CORPORATION. PROLINK HOLDINGS CORP. and EACH ELIGIBLE SUBSIDIARY NAMED HEREIN Dated: August 17, 2007Security Agreement • April 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
This Security Agreement is made as of August 17, 2007 by and among CALLIOPE CAPITAL CORPORATION, a Delaware corporation (“Calliope”), PROLINK HOLDINGS CORP., a Delaware corporation (the “Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) (the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
