REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December __, 2010, by and among KaChing KaChing, Inc., a Delaware corporation (the “Company”), and the buyers listed on Schedule I hereto (the “Buyers”).
ContractKaching Kaching, Inc. • December 7th, 2010 • 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 7th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December __, 2010, by and among KaChing KaChing, Inc., a Delaware corporation, with principal offices located at 750 Coronado Center Drive, Suite 120, Henderson, Nevada 89052 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto and named on each executed counterpart of a signature page hereto (each, a “Buyer” and, collectively, the “Buyers”). Capitalized terms used and not defined elsewhere in this Agreement have the respective meanings assigned to such terms in the Appendix hereto.
AMENDED AND RESTATED SHAREHOLDER PLEDGE AGREEMENTShareholder Pledge Agreement • December 7th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED SHAREHOLDER PLEDGE AGREEMENT, made as of this ____ day of December, 2010 (this “Agreement”), is between [__________________________] (the “Pledgor”), and HARBORVIEW MASTER FUND, L.P., 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”).
ContractKaching Kaching, Inc. • December 7th, 2010 • 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.
AMENDED AND RESTATED SHAREHOLDER GUARANTYShareholder Guaranty • December 7th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED SHAREHOLDER GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this ___ day of December, 2010 by BEYOND COMMERCE, INC., a Nevada corporation (the “Guarantor”), in favor of HARBORVIEW MASTER FUND, L.P., 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 Original Purchase Agreement defined below (together with their successors and assigns, the “Original Buyers”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 7th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December __, 2010 among KACHING KACHING, INC., a Delaware corporation (the “Company” and together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and HARBORVIEW MASTER FUND, L.P., a British Virgin Islands limited partnership, in its capacity as Collateral Agent (as set forth in Section 5.12 hereof, together with its successors and assigns in such capacity, the “Secured Party”) for the benefit of itself and each of the Buyers (as hereinafter defined).
