MEMBERSHIP INTEREST PLEDGE AGREEMENTMembership Interest Pledge Agreement • November 4th, 2008 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia
THIS MEMBERSHIP INTEREST PLEDGE AGREEMENT, dated as of October 29, 2008, is executed and delivered by FNDS3000 CORP., a Delaware corporation (the “Pledgor”), in favor of SHERINGTON HOLDINGS, LLC, a Georgia limited liability company (the “Secured Party”).
SECURITY AGREEMENTSecurity Agreement • November 4th, 2008 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia
THIS SECURITY AGREEMENT is dated as of October 29, 2008 between ATLAS MERCHANT SERVICES, LLC, a Nevada limited liability company (the “Debtor”), and SHERINGTON HOLDINGS, LLC, a Georgia limited liability company (“Secured Party”).
FNDS3000 CORP. AND ATLAS MERCHANT SERVICES, LLC NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 4th, 2008 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia
This NOTE PURCHASE AGREEMENT dated as of October 29, 2008 (this “Agreement”), is entered into by and between FNDS3000 CORP, a Delaware corporation (the “Parent”), with its principal executive office at 818 A1A North, Suite #201, Ponte Vedra Beach, FL 32082 (the “Principal Office”), ATLAS MERCHANT SERVICES, LLC, a Nevada limited liability company (the “Subsidiary” and, together with the Parent, the “Issuers”) with its principal executive office at the Principal Office, and SHERINGTON HOLDINGS, LLC, a Georgia limited liability company (“Purchaser”).
ContractSecured Convertible Promissory Note • November 4th, 2008 • FNDS3000 Corp • Functions related to depository banking, nec • Nevada
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS AND IN ACCORDANCE WITH THE PROVISIONS OF REGULATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
