COMMON STOCK PURCHASE WARRANT FNDS3000 CORPFNDS3000 Corp • June 22nd, 2010 • Functions related to depository banking, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Bank Julius Baer & Co Ltd, Zurich (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issuance Date”) and on or prior to the close of business on the two year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from FNDS3000 Corp, a Delaware corporation (the “Company”), up to 5,714,286 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Fee AgreementFee Agreement • June 22nd, 2010 • FNDS3000 Corp • Functions related to depository banking, nec • Florida
THIS AGREEMENT is made this 20th day of May 2010 by and between Mr. Pierre Besuchet with a principal place of business at (“Besuchet”)http://www.1shoppingcart.com/app/aftrack.asp?afid=29619 and FNDS3000 Corp., a Delaware corporation, with its principal place of business at 4651 Salisbury Road, Suite #485, Jacksonville, Florida 32256 (the “Company”).
ContractWarrant • June 22nd, 2010 • 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.
ContractFNDS3000 Corp • June 22nd, 2010 • Functions related to depository banking, nec • Florida
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
FIFTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2010 • FNDS3000 Corp • Functions related to depository banking, nec • Delaware
THIS FIFTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Fifth Amendment”) is made and entered into effective as of the day of , 2010 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).
