Series E Subscription AgreementSeries E Subscription Agreement • January 18th, 2006 • Warp Technology Holdings Inc • Services-prepackaged software • New York
This Series E Subscription Agreement (this “Agreement”) sets forth the terms and conditions under which the undersigned investor (an “Investor,” and collectively with other investors, the “Investors”) agrees to purchase (i) shares (the “Shares”) of Series E Preferred Stock par value $.00001 per share (the “Series E Stock”) to be issued under the terms and conditions hereof by WARP Technology Holdings, Inc., a Nevada corporation operating under the name Halo Technology Holdings (“HALO” or the “Company”) and (ii) warrants (the “Warrants”) to acquire shares of the Company’s common stock, par value $.00001 per share (the “Common Stock”). The shares of Common Stock into which the Shares are convertible, or for which the Warrants are exercisable, are sometimes referred to herein as the “Conversion Shares.” The Shares, the Warrants and the Conversion Shares are referred to collectively as the “Securities.”
Warp Technology Holdings, Inc. PROMISSORY NOTEWarp Technology Holdings Inc • January 18th, 2006 • Services-prepackaged software
This Note shall automatically and with no action on the part of the Holder convert into (i) such number of fully paid and non-assessable shares of the Company’s Series E Preferred Stock (the “Series E Stock”) equal to the aggregate outstanding principal amount due under this Note plus the amount of all accrued but unpaid interest on this Note divided by $1.25, which is the Applicable Conversion Price (as defined in the Certificate of Designations, Preferences and Rights (the “Certificate of Designations”) pertaining to the Company’s Series E Preferred Stock) and (ii) warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 40% of such number of shares of Series E Stock upon the effectiveness of the Certificate of Designations. The date on which the Certificate of Designations is effective is referred to as the “Conversion Date”. The Company shall promptly, but in no event more than two (2) business days after the Conversion Date, notify the Holder
