FORM OF UNDERWRITING AGREEMENT 5,000,000 UNITS WILSON HOLDINGS, INC.Underwriting Agreement • April 10th, 2007 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries) • Florida
Wilson Holdings, Inc., a Nevada corporation (the “Company”) proposes to issue and sell to the several underwriters named in Schedule I (the “Underwriters”) an aggregate of up to 5,000,000 units (the “Firm Units”) each unit comprised of one share (“Share”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and one Class A redeemable five year warrant to purchase one share of the Company’s Common Stock (the “Warrant”). The aforesaid Firm Units, Common Stock and Warrants are together referred to as the “Firm Securities.” The Shares and the Warrants will be traded only as Units until the 30th day following the date of this Agreement (the “Separation Date”). On the Separation Date, the Firm Units will be deemed separated and the Shares and Warrants shall thereafter be traded only on a separate basis. The Warrants are to be issued under the terms of the Warrant Agreement (the “Warrant Agreement”) by and between the Company and Standard Registrar & Transfer Company
FORM OF WARRANT AGREEMENT BETWEEN WILSON HOLDINGS, INC. AND STANDARD REGISTRAR & TRANSFER COMPANY, INC. DATED AS OF _________, 2007Form of Warrant Agreement • April 10th, 2007 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries) • Nevada
This Agreement, dated as of April __, 2007, is between Wilson Holdings, Inc., a Nevada corporation (the “Company”) and Standard Registrar & Transfer Company, Inc., a Utah corporation (the “Warrant Agent”).
AMENDMENT TO LETTER OF INTENTLetter of Intent • April 10th, 2007 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries)
This letter agreement shall serve as an amendment to the letter of intent dated December 14, 2006 (the "Letter of Intent") between Wilson Holdings, Inc. (the “Company”) and Capital Growth Financial, LLC (the “Underwriter”).
