0001193125-09-145476 Sample Contracts

Contract
FNDS3000 Corp • July 8th, 2009 • Functions related to depository banking, nec

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.

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Contract
FNDS3000 Corp • July 8th, 2009 • 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 AGREEMENT
Securities Purchase Agreement • July 8th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), effective as of this 1st day of July, 2009, is made by and between FNDS3000 Corp., a Delaware corporation (the “Company”); and the Investors set forth on the signature page (“Investors”).

SECURITY AGREEMENT
Security Agreement • July 8th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia

THIS SECURITY AGREEMENT is dated as of July 1, 2009 between FNDS3000 CORP., a Delaware corporation (the “Debtor”), and SHERINGTON HOLDINGS, LLC, a Georgia limited liability company (the “Secured Party”).

Contract
FNDS3000 Corp • July 8th, 2009 • Functions related to depository banking, nec

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 8th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware

THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into effective as of the 1st day of July, 2009 by and among FNDS3000 Corp., a Delaware corporation (the “Company”), and Sherington Holdings, LLC (the “Investor”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement (as defined below).

FIRST AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
Note Purchase Agreement • July 8th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia

THIS FIRST AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (the “Amendment”) is made and entered into as of the 1st day of July, 2009, by and between FNDS3000 CORP., a Delaware corporation (the “Issuer”), and SHERINGTON HOLDINGS, LLC, a Georgia limited liability company (“Purchaser”).

FIRST AMENDMENT TO VOTING AGREEMENT
Voting Agreement • July 8th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware

THIS FIRST AMENDMENT TO VOTING AGREEMENT (this “Amendment”) is made and entered into effective as of the 1st day of July, 2009 by and among FNDS3000 Corp., a Delaware corporation (the “Company”), Sherington Holdings, LLC (the “Investor”), and certain holders of shares of the Company’s Common Stock as set forth on the signature pages attached hereto. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement (as defined below).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 8th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), effective as of this 1st day of July, 2009, is made by and between FNDS3000 Corp, a Delaware corporation (the “Company”); and Sherington Holdings, LLC (“Investor”).

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