0001193125-09-247745 Sample Contracts

Contract
Warrant to Purchase Common Stock • December 4th, 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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Contract
Warrant Agreement • December 4th, 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.

Contract
Warrant Agreement • December 4th, 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.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 4th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), effective as of this 30th day of November, 2009, is made by and between FNDS3000 Corp., a Delaware corporation (the “Company”); and the Investors set forth on the signature page (“Investors”).

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 4th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia

THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made by and between FNDS3000 Corp, a Delaware corporation (the “Company”); and Sherington Holdings, LLC (“Investor”) as of the 30th day of November, 2009.

THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 4th, 2009 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware

THIS THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into effective as of the 30th 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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