SHAREHOLDER PLEDGE AGREEMENTShareholder Pledge Agreement • October 6th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
THIS PLEDGE AGREEMENT, made as of this ____ day of April, 2010 (this “Agreement”), is between ___________ (the “Pledgor”), and _______________., a British Virgin Islands limited partnership, in its capacity as collateral agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
SHAREHOLDER GUARANTYShareholder Guaranty • October 6th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this ___ day of March, 2010 by ______________________ (the “Guarantor”) in favor of ____________, a British Virgin Islands limited partnership, on its own behalf and in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of the entities identified on the Schedule of Buyers attached to the Purchase Agreement defined below (together with their successors and assigns, the “Buyers”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 6th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
The undersigned is a director, officer, employee or, excluding any Buyers (as such term is defined below), owner of 5% or more of certain shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of KaChing KaChing, Inc., a Delaware corporation (the “Company”). The undersigned understands that the Company has entered into a securities purchase agreement dated the date hereof (the “Purchase Agreement”) between the Company and the buyers set forth therein (the “Buyers”). Pursuant to the Purchase Agreement, the Company will issue to the Buyers the Notes (as defined in the Purchase Agreement) and shall also issue the Warrants (as defined in the Purchase Agreement). The issuance of the Notes and Warrants by the Company to the Buyer is referred to herein as the “Funding Transaction”. The undersigned understands that the Company and the Buyers will proceed with the Funding Transaction in reliance on this Letter Ag
