8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE JANUARY 1, 2017Convertible Security Agreement • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of PFO GLOBAL, INC., a Nevada corporation (the “Company”), having its principal place of business at 3501-B N. Ponce de Leon Blvd., #393, St. Augustine, Florida 32084, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due January 1, 2017 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec • New York
This SECURITY AGREEMENT, dated as of June 30, 2015 (this “Agreement”), is among PFO Global, 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 Original Issue Discount Convertible Debentures due January 1, 2017, in the original aggregate principal amount of $4,480,000.00 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT PFO Global, Inc.Common Stock Purchase Warrant • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, HILLAIR CAPITAL INVESTMENTS L.P. or its assigns (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 (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PFO Global, Inc., a Nevada corporation (the “Company”), up to 2,240,000 shares (as subject to adjustment hereunder, 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).
LOCK-UP AGREEMENTLock-Up Agreement • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec • Florida
The undersigned is a current or former manager, executive officer or beneficial owner of capital stock or membership interests, or securities convertible into or exercisable or exchangeable for the capital stock or membership interests (each, a “Company Security”) of Pro Fit Optix Holding Company, LLC, a Florida limited liability company (the “Company”). The undersigned understands that the Company will merge or otherwise combine (the “Merger”) with and, as a result, become a wholly-owned subsidiary of, PFO Global, Inc., a publicly traded Nevada company (“Parent”), concurrently with the closing of a financing transaction by Parent (the “Funding Transaction”). The undersigned understands that the Company, Parent and the investors in the Funding Transaction will proceed with the Funding Transaction in reliance on this Lock-up Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG PFO GLOBAL, INC. (FORMERLY ENERGY TELECOM, INC.), PFO ACQUISITION CORP. AND PRO FIT OPTIX HOLDING COMPANY, LLC DATED AS OF June 30, 2015Merger Agreement • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec • Florida
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 30, 2015, is entered into by and among PFO Global, Inc., a Nevada corporation formerly Energy Telecom, Inc., a Florida corporation (the “Company”), PFO Acquisition Corp., a Florida corporation and a wholly-owned subsidiary of the Company (“Merger Sub”) and Pro Fit Optix Holding Company, LLC, a Florida limited liability company (“PFO”). The Company, Merger Sub and PFO, each individually, a “party” or collectively, the “parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2015, between PFO Global, 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”).
LOCK-UP AGREEMENTLock-Up Agreement • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec
Re: Securities Purchase Agreement, dated as of June 30, 2015 (the “Purchase Agreement”), between PFO Global, Inc., a Nevada corporation (the “Company”), and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
LOCK-UP AGREEMENTLock-Up Agreement • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec • Florida
The undersigned is a current or former manager, executive officer or beneficial owner of capital stock or membership interests, or securities convertible into or exercisable or exchangeable for the capital stock or membership interests of Pro Fit Optix Holding Company, LLC, a Florida limited liability company (the “Company”) or promissory notes, convertible at the option of the undersigned into securities of the Parent (as defined below). The undersigned understands that the Company will merge or otherwise combine (the “Merger”) with and, as a result, become a wholly-owned subsidiary of, PFO Global, Inc., a publicly traded Nevada company (“Parent”), concurrently with the closing of a financing transaction by Parent (the “Funding Transaction”). The undersigned understands that the Company, Parent and the investors in the Funding Transaction will proceed with the Funding Transaction in reliance on this Lock-Up Agreement.
ESCROW AGREEMENTEscrow Agreement • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec • New York
This Escrow Agreement dated this ___ day of June, 2015 (this “Escrow Agreement”), is entered into by and among PFO GLOBAL, INC., a Nevada corporation (“Parent”); PFO ACQUISITION CORP., a Florida corporation and wholly-owned subsidiary of Parent (“Buyer”), PRO FIT OPTIX HOLDING COMPANY LLC, a Florida limited liability company (the “Company”) and 21ST CENTURY STRATEGIC INVESTMENT PLANNING, LC (“Account Advisor”) (Parent, Buyer, Company and Account Advisor are each a “Party” and together are “Parties”) and Equity Stock Transfer LLC, a Nevada limited liability company, as escrow agent (“Escrow Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
