REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2007 • Wifimed Holdings Company, Inc. • Computer & office equipment
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the "Purchase Agreement").
COMMON STOCK PURCHASE WARRANT WIFIMED HOLDINGS COMPANY, INC.Wifimed Holdings Company, Inc. • December 6th, 2007 • Computer & office equipment
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 WiFiMed Holdings Company, Inc., a Nevada corporation (the "Company"), up to ______ shares (the "Warrant Shares") of 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 6th, 2007 • Wifimed Holdings Company, Inc. • Computer & office equipment • New York
This Securities Purchase Agreement (this "Agreement") is dated as of November 30, 2007 between WiFiMed Holdings Company, Inc., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
ORIGINAL ISSUE DISCOUNT 5% SENIOR CONVERTIBLE DEBENTURE DUE MAY __, 2010Wifimed Holdings Company, Inc. • December 6th, 2007 • Computer & office equipment • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount 5% Senior Convertible Debentures of WiFiMed Holdings Company, Inc., a Nevada corporation, (the "Company"), having its principal place of business at _____________________________, designated as its Original Issue Discount 5% Senior Convertible Debenture due May __, 2010 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 6th, 2007 • Wifimed Holdings Company, Inc. • Computer & office equipment • New York
SUBSIDIARY GUARANTEE, dated as of November 30, 2007 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between WiFiMed Holdings Company, Inc., a Nevada corporation (the "Company") and the Purchasers.
FORM OF LOCK-UP AGREEMENTWifimed Holdings Company, Inc. • December 6th, 2007 • Computer & office equipment • New York
Re: Securities Purchase Agreement, dated as of November 30, 2007 (the "Purchase Agreement"), between Wifimed Holdings Company, Inc., a Nevada corporation (the "Company") and the purchasers signatory thereto (each, a "Purchaser" and, collectively, the "Purchasers")
Subordination AgreementSubordination Agreement • December 6th, 2007 • Wifimed Holdings Company, Inc. • Computer & office equipment
The undersigned lenders (each a "Creditor", and collectively referred to as "Creditors") are creditors of WiFiMed Holdings Company Inc., a Nevada corporation and/or its direct and indirect subsidiaries (each of the Company, and its direct and indirect subsidiaries, a "Borrower" and collectively, the "Borrowers") and desire that each of the Purchasers (each, a "Senior Lender" and collectively, the "Senior Lenders") extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lenders may deem proper, including, without limitation, up to $2,250,000 of Debentures pursuant to that certain Securities Purchase Agreement dated on or about November 30, 2007, among the Borrower and the Senior Lenders (the "Purchase Agreement"). Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
