FNDS3000 CORP. AND ATLAS MERCHANT SERVICES, LLC AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 5th, 2008 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia
This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, effective as of December 1, 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 Note • December 5th, 2008 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia
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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 5th, 2008 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), effective as of this 1st day of December, 2008, is made by and between FNDS300 Corp., a Delaware corporation (the “Company”); and Sherington Holdings, LLC (“Investor”).
