Registration Rights AgreementRegistration Rights Agreement • February 8th, 2007 • Freedom Financial Holdings Inc • Maryland
THIS REGISTRATION RIGHTS AGREEMENT is made as of the __ day of _________2006 by and between Freedom Financial Holdings, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland having its principal place of business at Fort Wayne, Indiana and those individuals and entities set forth on the attached Exhibit A, each of which is referred to as an "Investor" and all of which as the "Investors."
Common Stock Warrant Agreement September 30, 2006Common Stock Warrant Agreement • February 8th, 2007 • Freedom Financial Holdings Inc • Indiana
This certifies that Robert W. Carteaux, an individual ("Holder"), a having his principal residence at 7009 Woodcroft Lane, fort Wayne, Indiana , or any party to whom this Warrant is assigned in compliance with the terms hereof, is entitled to subscribe to and purchase, during the period commencing at the date first set forth above and ending at 11:59 p.m. local time in Fort Wayne, Indiana, on _________, 150,000 shares of fully paid and nonassessable common stock, having a par value of $0.001 per share (the "Common Stock" or “Shares”) of Freedom Financial Holdings, Inc. (the "Company"), a corporation organized and existing under the laws of Maryland with its principal place of business at 421 East Cook Road, Suite 200, Fort Wayne, Indiana 46825. The purchase price of each such share shall be the Warrant Price as defined below. This Warrant was originally issued to Holder pursuant to the Amended and Restated Personal Guarantee (as defined below).
SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • February 8th, 2007 • Freedom Financial Holdings Inc • Illinois
SOLICITING DEALER AGREEMENT, dated as of February 6, 2007 (this “Agreement”), between FREEDOM FINANCIAL HOLDINGS, INC., a Maryland corporation (the “Company”), and ALARON FINANCIAL SERVICES, INC., (the “Agent”). Each of the parties to this Agreement are referred to herein as a “Party” and collectively as the “Parties.”
FREEDOM FINANCIAL HOLDINGS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 8th, 2007 • Freedom Financial Holdings Inc • Indiana
This Agreement is made as of September 30, 2006 in Fort Wayne, Indiana, between Freedom Financial Holdings, Inc., a Maryland corporation (the “Company”), and Brian Kistler (“Kistler”), an individual with a principal residence of 6461 N 100 E Ossian, Indiana 46777.
ContractFreedom Financial Holdings Inc • February 8th, 2007
1NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
Noncompete and Nondisclosure AgreementNoncompete and Nondisclosure Agreement • February 8th, 2007 • Freedom Financial Holdings Inc • Indiana
THIS NONCOMPETE AND NONDISCLOSURE AGREEMENT ("Agreement") dated as of May 3, 2006 by and between Freedom Financial Mortgage Corporation, a corporation with a principal place of business at 421 East Cook Road, Suite 200, Fort Wayne, Indiana 46825 ("Employer"), and Rodney J. Sinn, an individual residing at 17225 Road 1, Spencerville, IN 46788 ("Employee").
PLAN AND AGREEMENT OF REORGANIZATION by merger of TITAN HOLDINGS, INC. with and into NORTHERN BUSINESS ACQUISITION CORP. under the name of TITAN HOLDINGS, INC.Plan and Agreement of Reorganization • February 8th, 2007 • Freedom Financial Holdings Inc • Indiana
This is a Plan and Agreement of Merger dated as of December 15, 2005 (“Plan”) is by and between TITAN HOLDINGS, INC, an Indiana corporation (the “Merging Corporation”), and NORTHERN BUSINESS ACQUISITION CORP., a Maryland corporation (the “Surviving Corporation”). The name of the surviving Maryland corporation will be changed to TITAN HOLDINGS, INC.
Convertible NoteConvertible Note • February 8th, 2007 • Freedom Financial Holdings Inc • Indiana
THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON ITS CONVERSION MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
EXCHANGE AGREEMENT By, Between and Among Titan Holdings, Inc. and Freedom Financial Mortgage Corporation and Rodney J. Sinn and Robin W. Hunt and Derrick Brooks and Tracey A. White and As of April __, 2006Exchange Agreement • February 8th, 2007 • Freedom Financial Holdings Inc • Indiana
February 5, 2007Freedom Financial Holdings Inc • February 8th, 2007
AMENDMENT TO FRIEDLAND CAPITAL CORPORATE FINANCE ADVISORY SERVICES AGREEMENTFriedland Capital Corporate • February 8th, 2007 • Freedom Financial Holdings Inc
WHEREAS, Friedland Capital, Inc. (“Friedland”) and the former Titan Holdings, Inc. (the “Company”) entered into an advisory agreement (the “Agreement”) on August 4, 2005;
February 5, 2007Freedom Financial Holdings Inc • February 8th, 2007
ContractOffice Lease • February 8th, 2007 • Freedom Financial Holdings Inc • Indiana
CORPORATE FINANCE ADVISORY SERVICES AGREEMENTCorporate Finance Advisory Services Agreement • February 8th, 2007 • Freedom Financial Holdings Inc • Colorado
FRIEDLAND CAPITAL INC. [“FRIEDLAND”] hereby agrees to provide to Titan Holdings, Inc. [the “Company”] corporate finance advisory services specifically and primarily designed to achieve the Company’s corporate finance objectives, specifically to result in the Company’s shares [or the shares of a successor entity controlled by the Company or its shareholders] becoming publicly-traded in the United States.
EXECUTIVE SUITES LEASEExecutive Suites Lease • February 8th, 2007 • Freedom Financial Holdings Inc • Florida
WHEREAS, Landlord operates a suite of executive offices called Cypress Point Executive Suites (“Suites”) in a building located at 10014 N. Dale Mabry Highway (“Building”), which is located within an office park known as Cypress Point Office Park located at 10004-10014 North Dale Mabry Highway, Tampa, Fl 33618 (Project”).
Employment AgreementEmployment Agreement • February 8th, 2007 • Freedom Financial Holdings Inc • Indiana
EMPLOYMENT AGREEMENT made as of August 1, 2006, between Brian Kistler, an individual residing at 6461 N 100E, Ossian, Indiana 46777(hereinafter referred to as the "Employee") and Freedom Financial Holdings, Inc., a corporation with offices at 421 E. Cook Road, Suite 200, Fort Wayne, Indiana 46825 (hereinafter referred to as the "Employer").
CORPORATE FINANCE ADVISORY SERVICES AGREEMENTCorporate Finance Advisory Services Agreement • February 8th, 2007 • Freedom Financial Holdings Inc • Colorado
FRIEDLAND CORPORATE INVESTOR SERVICES LLC (“FRIEDLAND”) hereby agrees to provide to Northern Business Acquisition Corp. (the “Company”) corporate finance advisory services specifically and primarily designed to identify a privately-held merger or acquisition target with historical and ongoing business operations for the Company, with the objective of the Company combining with the target and having its post-transaction shares became publicly-traded in the United States.
NOVATION AGREEMENTNovation Agreement • February 8th, 2007 • Freedom Financial Holdings Inc
Freedom Financial Holdings, Inc., formerly known as Titan Holdings, Inc., a corporation organized and existing under the laws of the State of Maryland, with an address of 421 East Cook Road, Suite 200, Fort Wayne, Indiana, 46825, hereinafter referred to as the Company, and Brian Kistler, an individual residing at 6461 N 100E, Ossian, Indiana 46777, hereinafter referred to as Kistler, in consideration of the promises made herein, agree as follows:
OFFICE LEASE – STONE POINTS OFFICE PARKOffice Lease – Stone • February 8th, 2007 • Freedom Financial Holdings Inc • Indiana
THIS OFFICE LEASE (“Lease”) is entered into effective February 1, 2004 by PD Properties, LLC, an Indiana limited liability company (“Landlord”), and Freedom Financial Mortgage Corp., an Indiana corporation (“Tenant”).
