0001193125-09-225647 Sample Contracts

Contract
Warrant • November 5th, 2009 • FNDS3000 Corp • 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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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 5th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), effective as of this 2nd day of November, 2009, is made by and between FNDS3000 Corp, a Delaware corporation (the “Company”); and Sherington Holdings, LLC (“Investor”).

FORBEARANCE AND NOTE MODIFICATION AGREEMENT
Forbearance And • November 5th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia

THIS FORBEARANCE AND NOTE MODIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the 2nd day of November, 2009, by and among FNDS3000 CORP., a Delaware corporation (the “Issuer”), and SHERINGTON HOLDINGS, LLC, a Georgia limited liability company (the “Purchaser”).

SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 5th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware

THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into effective as of the 2nd day of November, 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).

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