Warp Technology Holdings, Inc. PROMISSORY NOTEPromissory Note • February 2nd, 2006 • Warp Technology Holdings Inc • Services-prepackaged software
This Note shall convert into (i) such number of fully paid and non-assessable shares of the Company’s Common Stock (the “Common 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, and (ii) warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 75% of such number of shares of Common Stock. This Note shall so convert automatically (“Mandatory Conversion”) and with no action on the part of the Lender on the Original Maturity Date to the extent that upon such conversion, and taking into account any conversions of shares of the Company’s Series C Preferred Stock and/or Series D Preferred Stock have been converted, and/or the other issuance of Common Stock, such that following such Mandatory Conversion (and/or other issuances), the total number of shares of Common Stock then beneficially owned by such Lender and its Affiliates and any other Pe
Subscription AgreementSubscription Agreement • February 2nd, 2006 • Warp Technology Holdings Inc • Services-prepackaged software • New York
This 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 Convertible Notes (the “Notes”) 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”). The Notes are convertible into (i) shares (the “Shares”) of the Company’s Common Stock par value $.00001 per share (the “Common Stock”) to be issued under the terms and conditions hereof by the Company and (ii) warrants (the “Warrants”) to acquire shares of Common Stock to be issued under the terms and conditions hereof by the Company. The shares of Common Stock for which the Warrants are exercisable, are sometimes referred to herein as the “Conversion Shares.” The Notes, the Shares, the Warrants and the Conversion Shares are referred to collectively as the “Securiti
