WEBXU, INC. WARRANT TO PURCHASE COMMON STOCKWebXU, Inc. • March 7th, 2012 • Services-management consulting services • Delaware
This certifies that, for value received Breakwater Structured Growth Opportunities Fund, L.P., a Delaware limited partnership, or its permitted transferees and assigns (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Webxu, Inc., a Delaware corporation (the “Company”), One Million (1,000,000) shares of the common stock, $0.001 par value ("Common Stock"), of the Company (the “Warrant Shares”), as constituted on the date hereof (the “Warrant Issue Date”), upon surrender hereof, at the principal office of the Company referred to below, with the Notice of Exercise attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below. The number, character and Exercise Price of such shares of Common Stock subject to this Warrant to Purchase Common Stock (the “Warrant”) are subject to adjustment as provided below. This Warrant is issued
LOAN AGREEMENTLoan Agreement • March 7th, 2012 • WebXU, Inc. • Services-management consulting services • California
This LOAN AGREEMENT (this "Agreement") is entered into as of March 1, 2012, by and among WEBXU, INC., a Delaware corporation (“Webxu”), each of the following direct or indirect subsidiaries of Webxu (individually, a "Subsidiary" and collectively, the "Subsidiaries"): (i) Bonus Interactive Inc., a Delaware corporation and wholly-owned subsidiary of Webxu formerly known as Secureaquote, Inc. ("Bonus Interactive"), (ii) Webxu Media, Inc., a Delaware corporation and wholly-owned subsidiary of Webxu formerly known as Lot6 Media, Inc. which resulted from the conversion of Lot6 Holding, LLC, a Delaware limited liability company, into a corporation ("Webxu Media"), and (iii) Lot6 Media, LLC, a California limited liability company and wholly-owned subsidiary of Webxu Media ("Lot6 LLC"), and BREAKWATER STRUCTURED GROWTH OPPORTUNITIES FUND L.P., a Delaware limited partnership (the "Lender"). Webxu and the Subsidiaries are sometimes collectively referred to herein as “Borrowers” and, individually,
PLEDGE AND GENERAL SECURITY AGREEMENTPledge and General Security Agreement • March 7th, 2012 • WebXU, Inc. • Services-management consulting services • California
This Pledge and General Security Agreement ("Agreement") is entered into as of March 1, 2012, by and among BREAKWATER STRUCTURED GROWTH OPPORTUNITIES FUND, L.P., a Delaware limited partnership ("Lender"), WEBXU, INC., a Delaware corporation (“Webxu”), and each of the following direct or indirect subsidiaries of Webxu (individually, a "Subsidiary" and collectively, the "Subsidiaries"): (i) Bonus Interactive Inc., a Delaware corporation and wholly owned subsidiary of Webxu formerly known as Secureaquote, Inc. ("Bonus Interactive"), (ii) Webxu Media, Inc., a Delaware corporation and wholly owned subsidiary of Webxu formerly known as Lot6 Media, Inc. which resulted from the conversion of Lot6 Holding, LLC, a Delaware limited liability company, into a corporation ("Webxu Media"), and (iii) Lot6 Media, LLC, a California limited liability company and wholly owned subsidiary of Webxu Media ("Lot6 LLC"). Webxu and the Subsidiaries are sometimes collectively referred to herein as “Borrowers” and
