EXHIBIT BRegistration Rights Agreement • December 2nd, 2005 • Sequiam Corp • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November __, 2005 among Sequiam Corporation, a California corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of SEQUIAM CORPORATIONSequiam Corp • December 2nd, 2005 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sequiam Corporation, a California corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2005 • Sequiam Corp • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November __, 2005, among Sequiam Corporation, a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • December 2nd, 2005 • Sequiam Corp • Services-prepackaged software • New York
THIS ESCROW AGREEMENT (the “Agreement”) dated this ___ day of November 2005, by and between vFinance Investments, Inc., a Florida corporation (“vFinance” or “Placement Agent”), having an address at 830 3rd Avenue, New York, New York 10022, Sequiam Corporation, a California corporation (the “Company”), having an office at 300 Sunport Lane, Orlando, Florida 32809 and SIGNATURE BANK (“Signature Bank” or the “Escrow Agent”), a New York State chartered bank and having an office at, 261 Madison Avenue, New York, New York 10016. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement referred to in the first recital.
