ContractWarrant Agreement • October 19th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SHAREHOLDER PLEDGE AGREEMENTShareholder Pledge Agreement • October 19th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
THIS PLEDGE AGREEMENT, made as of this 18th day of October, 2010 (this “Agreement”), is between BIG ROSE LLC, a Nevada limited liability company (the “Pledgor”), and HARBORVIEW MASTER FUND, L.P., a British Virgin Islands limited partnership, on its own behalf as a Lender and in its capacity as collateral agent for the Lenders identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
ContractConvertible Promissory Note • October 19th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 18, 2010 between KACHING KACHING, INC., a Delaware corporation (the “Company”), and HARBORVIEW [VALUE] MASTER FUND, L.P. (the “Lender”).
