THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAWS (“BLUE SKY...Warrant Agreement • March 18th, 2016 • Omega Commercial Finance Corp • Short-term business credit institutions
THIS CERTIFIES THAT, for good and valuable consideration, MARK FEANNY (“Holder”), or holder’s registered assigns, is entitled to subscribe for and purchase from OMEGA COMMERCIAL FINANCE CORPORATION, a Wyoming corporation (the “Company”), at any time from and after March 4, 2016 (the “Commencement Date”) through the fifth anniversary of the Commencement Date (such five-year period, the “Exercise Period”), Twenty Million and no/100 (20,000,000) fully paid and non-assessable shares of the common stock of the Company (“Shares”) at a price per Share of $0.001 (the “Warrant Exercise Price”), subject to the anti-dilution provisions of this Warrant.
PROMISSORY NOTEPromissory Note • March 18th, 2016 • Omega Commercial Finance Corp • Short-term business credit institutions
FOR VALUE RECEIVED, the undersigned, Omega Commercial Finance Corporation, a Wyoming corporation (the “Borrower”), whose principal executive office address is 200 East Campus View Blvd., Suite 200, Columbus, OH 43235, promises to pay to the order of Mark Feanny, MD (“Lender”) without grace, at 10223 Broadway, Suite P433, Pearland, TX 77584 or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) (such amount, the “Loan Amount”), together with interest thereon as provided below, in lawful money of the United States of America, which shall at the time of payment be in immediately available funds.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 18th, 2016 • Omega Commercial Finance Corp • Short-term business credit institutions • Texas
THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”), is made effective as of the 4th day of March, 2016, by and between JON S. CUMMINGS IV (“Pledgor”) and MARK FEANNY (“Secured Party”). Omega Commercial Finance Corporation, a Wyoming corporation (the “Company”), joins this Security Agreement for the sole purpose of agreeing to and acknowledging the provisions of Section 8 herein.
PERSONAL GUARANTYPersonal Guaranty • March 18th, 2016 • Omega Commercial Finance Corp • Short-term business credit institutions
The undersigned, Jon S. Cummings IV, Todd C. Buxton and Eran Danino (each, a “Guarantor” and collectively, “Guarantors”), being officers and shareholders of Omega Commercial Finance Corporation, a Wyoming corporation (“Borrower”), for direct and indirect consideration, the receipt and adequacy of which are hereby expressly acknowledged, jointly and severally, do hereby personally guarantee the full and punctual payment and performance by Borrower under that certain Promissory Note of even date herewith (the “Note”) made in the original principal amount of Five Hundred Thousand Dollars ($500,000.00) made by Borrower in favor of Mark Feanny (“Lender”), a copy of which Note is attached hereto as Exhibit A.
