SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 19th, 2013 • Desert Gateway, Inc. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 12, 2013, between Desert Gateway, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT DESERT GATEWAY, INC.Desert Gateway, Inc. • February 19th, 2013 • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or his/her/its assigns (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 (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Desert Gateway, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 19th, 2013 • Desert Gateway, Inc. • Blank checks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 14, 2013, between Desert Gateway, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
