REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2011 • Westergaard Com Inc • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 13, 2011 by and among Westergaard.com, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
SECURITIES PURCHASE AGREEMENT among WESTERGAARD.COM, INC. and THE PURCHASERS LISTED ON EXHIBIT A Dated as of April 13, 2011Securities Purchase Agreement • April 26th, 2011 • Westergaard Com Inc • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 13, 2011 by and among Westergaard.com, Inc., a Delaware corporation (the “Company”), and each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • April 26th, 2011 • Westergaard Com Inc • Blank checks • New York
This SECURITIES ESCROW AGREEMENT (this “Agreement”), dated as of April 13, 2011 by and among Westergaard.com, Inc., a Delaware corporation (the “Company”), the purchasers listed on Schedule I hereto (the “Purchasers”), Ansheng International, Inc., a British Virgin Islands corporation (individually the “Principal Stockholder”), and Anslow & Jaclin, LLP (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
ContractWarrant Agreement • April 26th, 2011 • Westergaard Com Inc • Blank checks • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
INVESTOR AND PUBLIC RELATIONS ESCROW AGREEMENTInvestor and Public Relations Escrow Agreement • April 26th, 2011 • Westergaard Com Inc • Blank checks • New York
This Agreement, dated as of April 13, 2011 (this “Agreement”), is entered into by and among Westergaard.com, Inc., a Delaware corporation (the “Company”), Anslow & Jaclin, LLP (the “Escrow Agent”) and Silver Rock Capital (“Silver Rock”), as the lead investor of the Offering (as defined below).
PUBLIC COMPANY EXPENSE ESCROW AGREEMENTPublic Company Expense Escrow Agreement • April 26th, 2011 • Westergaard Com Inc • Blank checks • New York
This Agreement, dated as of April 13, 2011 (this “Agreement”), is entered into by and among Westergaard.com, Inc., a Delaware corporation (the “Company”), Anslow & Jaclin, LLP (the “Escrow Agent”) and Silver Rock Capital (“Silver Rock”), as the lead investor of the Offering (as defined below).
ContractWarrant Agreement • April 26th, 2011 • Westergaard Com Inc • Blank checks • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
LOCK-UP AGREEMENTLock-Up Agreement • April 26th, 2011 • Westergaard Com Inc • Blank checks • New York
This LOCK-UP AGREEMENT (this “Agreement”) is dated as of April 13, 2011 by and among Westergaard.com, Inc., a Delaware corporation, (the “Company”), and Ansheng International, Inc., a British Virgin Islands corporation (the “Affiliate”).
