ContractRegistration Rights Agreement • August 24th, 2006 • Freedom Financial Group Inc • Personal credit institutions • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHO MAY BE AN EMPLOYEE OF SUCH HOLDER) REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER SAID ACT. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY STATE’S SECURITIES ADMINISTRATOR. THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER ARE ALSO BENEFITED BY AND SUBJECT TO A REGISTRATION RIGHTS AGREEMENT, DATED AS OF AUGUST 22, 2006, BY AND AMONG THE COMPANY AND THE OTHER PARTIES LISTED THEREIN, A COPY OF WHICH IS ON FILE WITH THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT C
NOTEFreedom Financial Group Inc • August 24th, 2006 • Personal credit institutions
FOR VALUE RECEIVED, on August 18, 2007, the undersigned, FREEDOM FINANCIAL GROUP, INC., a Delaware corporation, and T.C.G. - THE CREDIT GROUP INC., a Manitoba, Canada corporation, jointly and severally (“Maker”), promise to pay to the order of HEARTLAND BANK (hereinafter, together with any holder hereof, called “Holder”), at St. Louis, Missouri (or such other place as the Holder may designate in writing to the undersigned), in lawful money of the United States of America in immediately available funds, the principal sum of Three Million and No/100 Dollars ($3,000,000.00), or such amount thereof as has been advanced hereunder, together with interest thereon from the date hereof, at the rate or rates hereinafter specified, as follows:
REVOLVING CREDIT LOAN AND SECURITY AGREEMENT Dated as of August 18, 2006 among FREEDOM FINANCIAL GROUP, INC. T.C.G. - THE CREDIT GROUP INC. (collectively, the Borrower) AND HEARTLAND BANK (the Lender)Loan and Security Agreement • August 24th, 2006 • Freedom Financial Group Inc • Personal credit institutions • Missouri
FREEDOM FINANCIAL GROUP, INC., a Delaware corporation (“FFG”), and T.C.G. - THE CREDIT GROUP INC. (“TCG”), a Manitoba, Canada corporation (FFG and TCG shall be collectively and jointly and severally referred to as the “Borrower”), and HEARTLAND BANK, a federal savings bank (“Lender”), agree as follows:
STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 24th, 2006 • Freedom Financial Group Inc • Personal credit institutions • Missouri
This Agreement is made and entered into as of the 18th day of August, 2006, by and between HEARTLAND BANK, a federal savings bank (“Pledgee”), and Freedom Financial Group, Inc., a Delaware corporation (“Pledgor”).
