ContractDr. Tattoff, Inc. • July 18th, 2008 • Blank checks • Florida
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
Void after 5:00 p.m., Eastern Standard Time on July 20, 2012 UNIT PURCHASE WARRANTDr. Tattoff, Inc. • July 18th, 2008 • Blank checks • California
DRTATTOFF, LLC, a California limited liability company (the “Company”), hereby certifies that, for value received, Ian Kirby, located at 560 N. Kings Road #3, West Hollywood, CA 90048 (the “Warrant Holder”) is the owner of the number of unit purchase warrants (“Warrants”) which entitles the holder thereof to purchase, at any time during the period commencing on the Commencement Date (as defined herein) and ending on the Expiration Date (as defined herein), Five Hundred and Fifty six (556) fully paid and non-assessable units of Membership Interest (as defined in the Company's Operating Agreement dated as of July 5, 2005, as amended to date (the "Operating Agreement")) in the Company (each a "Unit"), each representing a Percentage Interest (as defined in the Operating Agreement) equal to 0.0009890% on a fully-diluted basis as of the date hereof at a purchase price equal to the Exercise Price (as defined below) in lawful money of the United States of America in cash, subject to adjustment
ContractDr. Tattoff, Inc. • July 18th, 2008 • Blank checks • California
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT HERETO OR THERETO UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DR. TATTOFF, LLC THAT SUCH REGISTRATION IS NOT REQUIRED.
NOTE CONVERSION AGREEMENTNote Conversion Agreement • July 18th, 2008 • Dr. Tattoff, Inc. • Blank checks
This Note Conversion Agreement (“Agreement”) is entered into this 20th day of December 2007, by DRTATTOFF, LLC (the “Company”), a California limited liability company, and each of the undersigned noteholders (each a “Noteholder” and together, the “Noteholders”).
SECOND NOTE EXTENSION AGREEMENTSecond Note Extension Agreement • July 18th, 2008 • Dr. Tattoff, Inc. • Blank checks
This Second Note Extension Agreement (“Agreement”) is entered into this 30th day of May 2008, by Dr. Tattoff, Inc. (the “Company”), a Florida corporation, and each of the undersigned noteholders (collectively, “Noteholders”).
NOTE EXTENSION AGREEMENTNote Extension Agreement • July 18th, 2008 • Dr. Tattoff, Inc. • Blank checks
This Note Extension Agreement (“Agreement”) is entered into this 20th day of December 2007, by DRTATTOFF, LLC (the “Company”), a California limited liability company, and each of the undersigned noteholders (collectively, “Noteholders”).
