AGREEMENT AND PLAN OF MERGERMerger Agreement • June 6th, 2014 • Textmunication Holdings, Inc. • Services-prepackaged software • Nevada
This Agreement and Plan of Merger (the “Agreement”) is made and entered into this 28th day of October, 2013, by and between Textmunication Holdings, Inc., a newly formed Nevada corporation (“Textmunication”), and FSTWV, Inc., a Georgia corporation (“FSTWV”) (said corporations being hereinafter sometimes collectively referred to as the “Constituent Corporations”).
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • June 6th, 2014 • Textmunication Holdings, Inc. • Services-prepackaged software • Nevada
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of October __, 2013 (the “Effective Date”) by and among WAIS ASEFI (the “Pledgor”), REALTY CAPITAL MANAGEMENT LIMITED (the “Pledgee”), TEXTMUNICATIONS HOLDINGS, INC. (the “Company”) and CANE CLARK, LLP, as escrow agent (“Escrow Agent”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 6th, 2014 • Textmunication Holdings, Inc. • Services-prepackaged software • Nevada
This Exchange Agreement (the "Agreement") is made and entered into as of the 16th day of November, 2013 by and among Textmunication Holdings, Inc. (fka FSTWV, Inc.), a Nevada corporation (hereinafter referred to as the "Company"), Leburn Estates, Inc., Textmunication, Inc., a California corporation (hereinafter referred to as "TEXM"), and Wais Asefi (the “TEXM Shareholder”), who owns one hundred percent (100%) of the outstanding shares of TEXM.
STANDBY EQUITY DISTRIBUTION AGREEMENT (SEDA)Standby Equity Distribution Agreement • June 6th, 2014 • Textmunication Holdings, Inc. • Services-prepackaged software
SENIOR SECURED CONVERTIBLE PROMISSORY NOTESenior Secured Convertible Promissory Note • June 6th, 2014 • Textmunication Holdings, Inc. • Services-prepackaged software • Nevada
FOR VALUE RECEIVED, the undersigned, FSTWV, Inc. a Nevada corporation (the "Company" or “FSTW ”), agrees and promises to pay to Realty Capital Management Limited (the Note Holder), located at c/o Bleinham Trust , PO Box 3483, Road Town, Tortola, BVI or at such other place or places as the Holder may designate in writing, Fifty Thousand Dollars ($50,000), in legal tender of the United States of America, in immediately available funds, on September __ 2014.
