ContractWarrant Agreement • November 23rd, 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.
SECURITIES PURCHASE AGREEMENT among WESTERGAARD.COM, INC. and THE PURCHASERS LISTED ON EXHIBIT A-1 Dated as of October 24, 2011Securities Purchase Agreement • November 23rd, 2011 • Westergaard Com Inc • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 24, 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-1 hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES ESCROW AGREEMENT BSecurities Escrow Agreement • November 23rd, 2011 • Westergaard Com Inc • Blank checks • New York
This SECURITIES ESCROW AGREEMENT B (this “Agreement”), dated as of October 24, 2011 by and among Westergaard.com, Inc., a Delaware corporation (the “Company”), the Purchasers (the “Purchasers”)as such term defined in the Securities Purchase Agreement (as defined below), 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 Securities Purchase Agreement (as defined below).
FEE AGREEMENTFee Agreement • November 23rd, 2011 • Westergaard Com Inc • Blank checks • Dubai
AMENDMENT NO.1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 23rd, 2011 • Westergaard Com Inc • Blank checks
This AMENDMENT NO.1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) dated as of October 24, 2011 (the “Effective Date”) is entered into 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 “Prior Purchaser” and collectively, the “Prior Purchasers”).
REDEMPTION AGREEMENTRedemption Agreement • November 23rd, 2011 • Westergaard Com Inc • Blank checks • New York
THIS REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of October 24, 2011, by and among Westergaard.com, Inc., a Delaware corporation (the “Company”), and Paragon Capital LP (the “Redeemed Party”).
CORPORATE EXPENSES ESCROW AGREEMENTCorporate Expenses Escrow Agreement • November 23rd, 2011 • Westergaard Com Inc • Blank checks • New York
This Agreement, dated as of October 24, 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 Financing Transaction (as defined below). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement (as defined below).
SECURITIES ESCROW AGREEMENT ASecurities Escrow Agreement • November 23rd, 2011 • Westergaard Com Inc • Blank checks • New York
This SECURITIES ESCROW AGREEMENT A (this “Agreement”), dated as of October 24, 2011 by and among Westergaard.com, Inc., a Delaware corporation (the “Company”), the Purchasers (the “Purchasers”) as such term defined in the Securities Purchase Agreement (as defined below), 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 Securities Purchase Agreement (as defined below).
