ContractProLink Holdings Corp. • April 21st, 2009 • Services-prepackaged software
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES 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 (THE "SECURITIES ACT"), 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. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 21st, 2009 • ProLink Holdings Corp. • Services-prepackaged software • New York
This Subscription Agreement, dated as of April 17, 2009 (the “Agreement”), is entered into by and between ProLink Holdings Corp., a Delaware corporation (the “Company”), and Trinad Capital Master Fund, Ltd. (the “Purchaser”).
ContractSubordination Agreement • April 21st, 2009 • ProLink Holdings Corp. • Services-prepackaged software • New York
Reference is hereby made to (a) that certain Second Amended and Restated Security Agreement dated as of September __, 2008 by and among ProLink Holdings Corp., a Delaware corporation (“Parent”), ProLink Solutions, LLC, a Delaware limited liability company (“Solutions”) (Parent and Solutions, each a “Company” and collectively, the “Companies”), LV Administrative Services, Inc., as Administrative and Collateral Agent (“Agent”), Valens U.S. SPV I, LLC (“Valens U.S.”), Valens Offshore SPV I, LTD (“Valens Offshore”), PSource Structured Debt Limited (“PSource”) and Calliope Capital Corporation (“Calliope” and collectively with Valens U.S., Valens Offshore and PSource, the “Lenders”; and the Lenders, collectively with Agent, the “Creditor Parties”) (as amended, restated, modified and/or supplemented from time to time, the “Security Agreement”), (b) that certain Secured Term Note dated March 4, 2009 from the Companies in favor of Valens U.S. in the original principal amount of $1,400,000.00 (a
