ContractBazi International, Inc. • December 6th, 2010 • Medicinal chemicals & botanical products • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
WARRANT FOR THE PURCHASE OF _________________ SHARES OFBazi International, Inc. • December 6th, 2010 • Medicinal chemicals & botanical products • Nevada
THIS IS TO CERTIFY that, for value received,_____________________ , its successors and assigns (collectively, the "Holder"), are entitled to purchase, subject to the terms and conditions hereinafter set forth, ____________________ shares of Bazi International, Inc., a Nevada corporation (the "Company") common stock, $.001 par value per share ("Common Stock"), and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is $1.50 per share, subject to adjustment as provided below (the "Exercise Price").
SECURITY AGREEMENTSecurity Agreement • December 6th, 2010 • Bazi International, Inc. • Medicinal chemicals & botanical products • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of March __, 2010, is made by and between Hudson Asset Partners, LLC, a Delaware limited liability company, in its capacity as collateral agent (the “Collateral Agent”), and XELR8 Holdings, Inc., a Nevada corporation (“Borrower”), XELR8, Inc., a Colorado corporation and whollyowned subsidiary of Borrower (“XELR8”), and VitaCube Systems, Inc., a Colorado corporation and whollyowned subsidiary of Borrower (“VitaCube” and together, with XELR8, the “Subsidiaries” and together with Borrower, the “Grantor”) for the benefit of the holders (the “Holders”) of those certain five year convertible secured promissory notes described below in the minimum principal amount of $1,000,000 (the “Minimum Amount”) and a maximum amount of up to $2,000,000 (or up to $3,000,000, if an overallotment option (the “Overallotment”) is exercised in full), to be issued by Borrower from time to time on and after the date hereof, all upon terms described in that
Form of REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • December 6th, 2010 • Bazi International, Inc. • Medicinal chemicals & botanical products • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of ____, 2010 (the “Effective Date”) among XELR8 Holdings, Inc., a Nevada corporation (the “Company”), the parties set forth in the Subscription Agreement between the Company and the purchaser signatories (each, a “Purchaser” and collectively, the “Purchasers”), and John Thomas Financial, Inc., a New York corporation (“John Thomas”), for purposes of Section 5 hereof.
PLACEMENT AGENCY AGREEMENT February 1, 2010Placement Agency Agreement • December 6th, 2010 • Bazi International, Inc. • Medicinal chemicals & botanical products • New York
XELR8 Holdings, Inc., a Nevada corporation (the “Company”), and John Thomas Financial, Inc., a New York corporation (the “Placement Agent”), have entered into an Investment Banking Agreement, dated as of December 23, 2009 (the “IB Agreement”). This Placement Agency Agreement (the “Agreement”) supplements and expands upon the IB Agreement, insofar as the IB Agreement relates to the Offering, as hereinafter defined, as follows:
ContractSubscription Agreement • December 6th, 2010 • Bazi International, Inc. • Medicinal chemicals & botanical products
TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTTrademark Collateral Assignment and Security Agreement • December 6th, 2010 • Bazi International, Inc. • Medicinal chemicals & botanical products
This TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”), dated as of March 5, 2010, made by VITACUBE SYSTEMS, INC., a Colorado corporation (the “Grantor,” and a wholly owned subsidiary of XELR8 Holdings, Inc. (“Parent”)), in favor of HUDSON ASSET PARTNERS, LLC, a Delaware limited liability company, as Collateral Agent (“Agent”).
