REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2007 • Vertical Branding, Inc. • Real estate
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 13, 2007, by and among Vertical Branding, Inc., a Delaware corporation (the “Company”), and the purchasers whose signatures appear on the signature pages of this Agreement under the caption “Purchasers” (the “Purchasers”).
Agreement re Redemption of Convertible NotesRedemption of Convertible Notes • November 16th, 2007 • Vertical Branding, Inc. • Real estate • New York
Reference is hereby made to (i) that certain Securities Purchase Agreement dated as of July 31, 2006, by and between Vertical Branding, Inc. f/k/a MFC Development Corp. (“VBI,” or the “Company”), on the one hand, and Gottbetter Capital Finance, LLC (“GCF”), on the other hand (the “SPA”), (ii) those certain Senior Secured Convertible Notes dated July 31, 2006 and September 18, 2006, issued by VBI to GCF and Gottbetter Capital Master, Ltd. (“GCM”), respectively, each in the original principal amount of $2,887,700, pursuant to the terms of the SPA (collectively the “Notes”), (iii) that certain warrant to purchase three (3) million shares of VBI common stock dated July 31, 2006, issued to GCF pursuant to the SPA (the “Warrant”), (iv) the Registration Rights Agreement, dated as of July 31, 2005, by and between VBI and GCF, (v) Amendment 1 to Registration Rights Agreement dated as of August 27, 2007, by and between the VBI and each of GCF and GCM, and (v) the Security Documents (as such term
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2007 • Vertical Branding, Inc. • Real estate
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of November 13, 2007 by and among Vertical Branding, Inc., a Delaware corporation (the “Company”), and each of the Purchasers of shares of common stock of the Company whose names are set forth on Addendum A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
