Securities Purchase Agreement



 SECURITIES PURCHASE AGREEMENT 
 This SECURITIES PURCHASE AGREEMENT (this “Agreement”), effective as of this 1st day of December, 2008, is made by and between FNDS300
Corp., a Delaware corporation (the “Company”); and Sherington Holdings, LLC (“Investor”). 
 BACKGROUND: 
 A. The Company and Investor are executing and delivering this Agreement and consummating the
transactions contemplated herein in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Regulation D promulgated by the United States
Securities and Exchange Commission (the “SEC”) thereunder. 
 B. Investor desires to purchase, and the Company
desires to issue and sell, upon the terms and conditions set forth in this Agreement (i) eight million (8,000,000) shares (the “Purchased Shares”) of the Company’s $.001 par value Common Stock (the
“Common Stock”) and (ii) a warrant, in the form attached hereto as Exhibit A, to purchase that number of fully paid, validly issued and nonassessable shares of Common Stock that, when issued, will result in Investor
owning beneficially thirty percent (30%) (or that percentage closest to (but not below) 30% that can be achieved by a whole number of shares) of the aggregate shares of Common Stock, determined on a fully-diluted basis (including all common
stock equivalents and assuming the full exercise, conversion and exchange of all warrants, options, convertible notes and other securities or rights to acquire Common Stock or common stock equivalents regardless of vesting, forfeiture or other terms
thereof, and taking into account any anti-dilution or other adjustment provisions of such securities) at a price equal to thirty-five cents ($0.35) per share, which price from time to time may be adjusted in accordance therewith (the
“Warrant”). 
 C. Contemporaneously with the execution and delivery of this Agreement, the parties hereto are
executing and delivering a Registration Rights Agreement, in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights under
the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws. 
 D. Contemporaneously with
the execution and delivery of this Agreement, the parties and certain holders of the Company’s Common Stock are executing and delivering a Voting Agreement, in the form attached hereto as Exhibit C (the “Voting
Agreement”). 
 AGREEMENT: 
 NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and Investor,
intending to be legally bound, hereby agree as follows: 
 1. PURCHASE AND SALE OF COMMON STOCK AND WARRANT. 
 a. Purchase of Purchased Shares and Warrant. On the Closing Date (as defined below), the Company shall issue and sell to Investor, and
Investor agrees to purchase from the Company, the Purchased Shares and the Warrant, for an aggregate purchase price of Two Million Dollars ($2,000,000) (the “Purchase Price”). Investor shall pay the Purchase Price by wire transfer
of immediately available funds to the Company, in accordance with the Company’s written wiring 








 
instructions, against delivery of the Purchased Shares and the Warrant, and the Company shall deliver such Purchased Shares and Warrant, duly executed on
behalf of the Company, to such Investor, against delivery of such Purchase Price. 
 b. Closing Date. Subject to the
satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, and unless this Agreement is otherwise terminated in accordance herewith, the date and time of the issuance and sale of the Purchased
Shares and the Warrant pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Atlanta, Georgia time on January 2, 2009, or such other mutually agreed upon time. The closing of the transactions contemplated by this
Agreement (the “Closing”) shall occur on the Closing Date at the offices of Troutman Sanders LLP, 600 Peachtree Street NE, Suite 5200, Atlanta, Georgia 30308, or such other location as may otherwise be agreed upon by the parties. At
or prior to the Closing, Investor and the Company shall execute any related agreements or other documents required to be executed and/or delivered hereunder. 
 2. INVESTOR’S REPRESENTATIONS AND WARRANTIES. Investor hereby represents and warrants to the Company that: 
 a. Investment Purpose. As of the date hereof, Investor is purchasing (i) the Purchased Shares and (ii) the Warrant and the shares of Common Stock issuable upon exercise thereof (the
“Warrant Shares” and, collectively with the Purchased Shares and the Warrant, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to
sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves
the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. 
 b. Accredited Investor Status. Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the 1933 Act (an “Accredited Investor”). 
 c. Reliance on Exemptions. Investor understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Investor’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Investor to acquire the Securities. 
 d. Information. Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of
the Securities which have been requested by Investor or its advisors. Investor and its advisors, if any, have been afforded the opportunity to ask questions of and receive answers from the Company. Neither the Company nor any person acting on its
behalf has offered or sold Investor the Securities by means of any form of general solicitation or general advertising. Investor is sophisticated and has such knowledge and experience in financial and business matters that Investor is capable of
evaluating the risks of its investment in the Company. Investor is able to bear the economic risks inherent in its investment in the Company. However, no inquiry nor any other due diligence investigation conducted by Investor or any of its advisors
or representatives shall modify, amend or affect Investor’s right to rely on the Company’s representations and warranties to Investor. 
 e. Governmental Review. Investor understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. 

 

 2 








 f. Transfer or Re-sale. Investor understands that (i) except as provided in the
Registration Rights Agreement, the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (A) the Securities are
sold pursuant to an effective registration statement under the 1933 Act, (B) Investor shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope reasonably satisfactory to the Company and customary for
opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; and (ii) neither the Company nor any other person is under
any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement).
Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. 
 g. Legends. Investor understands that the Purchased Shares and the Warrant Shares and, until such time as the Purchased Shares and Warrant
Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold without any restriction as to the number of securities as of a particular date that can then be immediately sold, the
Purchased Shares and Warrant Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities): 
 “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be
sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act or an applicable exemption therefrom.” 
 The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state
securities laws, (i) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of
securities as of a particular date that can then be immediately sold, or (ii) such holder provides the Company with an opinion of counsel, in form, substance and scope reasonably satisfactory to the Company and customary for opinions of counsel
in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. Investor agrees
to sell all Securities, including those represented by a certificate from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. 
 h. Authorization; Enforcement. Investor has all requisite corporate or similar power to enter into the Transaction Agreements (as defined
herein) to which it will be a party and to carry out and perform its obligations under the Transaction Agreements. All limited liability company action on the part of Investor or its members or managers necessary for the authorization, execution,
delivery and performance of such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby has been taken. Assuming the Transaction Agreements constitute the legal, valid and binding agreements of the Company,
each of the Transaction Agreements to which Investor is or will be a party constitute or will when executed, as applicable, constitute a legal, valid and binding obligation of Investor, enforceable against Investor in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or fraudulent conveyance and similar laws relating to or affecting creditors generally or by general equity principles, including
without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). 
  

 3 








 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to
Investor that: 
 a. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is
duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, with full power and authority (corporate or otherwise) to own, lease, use and operate its properties and to carry on its business as
and where now owned, leased, used, operated and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated or organized. The Company and each of its Subsidiaries is
duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure
to be so qualified or in good standing would not have a Material Adverse Effect. For purposes of this Agreement, “Material Adverse Effect” means any material adverse effect on the business, operations, assets or financial condition
of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other
organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest. 
 b. Authorization; Enforcement. The Company has all requisite corporate power to enter into this Agreement, the Warrant, the Registration Rights Agreement and the Voting Agreement (collectively, the “Transaction
Agreements”) and to carry out and perform its obligations under the terms of the Transaction Agreements. All corporate action on the part of the Company necessary for the authorization, execution, delivery and performance of the Transaction
Agreements and the consummation of the transactions contemplated hereby and thereby has been taken. Assuming this Agreement constitutes the legal, valid and binding agreement of Investor, this Agreement constitutes a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or fraudulent conveyance and similar
laws relating to or affecting creditors generally or by general equity principles, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at
law) and except as rights to indemnity may be limited by applicable federal and state securities laws and principles of public policy. Upon execution by the other parties thereto, and assuming that they constitute legal, valid and binding agreements
of the other parties thereto, each of the other Transaction Agreements constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or fraudulent conveyance and similar laws relating to or affecting creditors generally or by general equity principles, including without limitation concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law) and except as rights to indemnity may be limited by applicable federal and state securities laws and principles of public policy.

 c. Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of 5,000,000 shares of
Preferred Stock, par value $.001, none of which are issued and outstanding and 100,000,000 shares of Common Stock, par value $0.001 per share, of which (i) 28,590,192 shares are issued and outstanding, (ii) no shares are held in treasury,
(iii) 14,002,072 shares are reserved for issuance upon the exercise of options and warrants outstanding (other than the Warrant), and (iv) 4,000,000 shares are reserved for issuance upon the exercise of certain convertible notes 

  

 4 








 
outstanding, all of which convertible notes were issued to Investor. All of such outstanding shares of capital stock are, or upon issuance will be, duly
authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the
actions or failure to act of the Company. Except as disclosed in Schedule 3(c), as of the effective date of this Agreement, (1) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first
refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its subsidiaries,
or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries, (2) there are no agreements or arrangements under which the Company or
any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except the Registration Rights Agreement) and (3) there are no anti-dilution or price adjustment provisions contained in any
security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Purchased Shares, the Warrant or the Warrant Shares. The Company has furnished to Investor true and correct
copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all
securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide Investor with a written update of this representation signed by the
Company’s Chief Executive or Chief Financial Officer on behalf of the Company as of the Closing Date. 
 d. Issuance of
Shares. The Purchased Shares are duly authorized and, when purchased and issued at the Closing in accordance herewith, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with
respect to the issue thereof other than restrictions on transfer provided under applicable state and federal securities laws and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose
personal liability upon the holder thereof. The Company has available for issuance the Common Stock initially issuable upon the exercise of the Warrant (as if such exercise occurred on the date hereof). The Warrant Shares are duly authorized and
reserved for issuance and, when purchased and issued upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue
thereof other than restrictions on transfer provided under applicable state and federal securities laws and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon
the holder thereof. 
 e. Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect
to the Common Stock upon the issuance of the Purchased Shares and Warrant Shares upon exercise of the Warrant. The Company further acknowledges that its obligation to issue Warrant Shares upon exercise of the Warrant in accordance with this
Agreement and the Warrant is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company. 
 f. No Conflicts. The execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Purchased Shares and the
Warrant by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Warrant Shares) will not (i) conflict with or result
in a violation of any provision of the Articles of Incorporation or By-laws or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could
become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license, software 

  

 5 








 
license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) to the Company’s knowledge, result in a violation of any
law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any
of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. Neither the Company nor any of its Subsidiaries is in violation of its Articles of Incorporation, By-laws or other organizational
documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of
its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its
Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as a
Investor owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the
Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to
execute, deliver or perform any of its obligations under this Agreement, the Registration Rights Agreement, the Purchased Shares or the Warrant in accordance with the terms hereof or thereof or to issue and sell the Purchased Shares and Warrant in
accordance with the terms hereof and to issue the Warrant Shares upon exercise of the Warrant. Except as disclosed in Schedule 3(f), all consents, authorizations, orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. 
 g. SEC Documents; Financial
Statements. Except as disclosed in Schedule 3(g), the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to
such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1933
Act, and the Sarbanes-Oxley Act of 2002, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents contained, at the time they were filed with the SEC, and as of the
date hereof do not contain, any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date
hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present the consolidated financial position of
the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
Except as set forth in the financial statements of the Company included in the SEC Documents, or as otherwise disclosed on Schedule 3(g), the Company has no liabilities, contingent or otherwise, other than 

  

 6 








 
(1) liabilities incurred in the ordinary course of business subsequent to August 30, 2008 and (2) obligations under contracts and commitments
incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or
operating results of the Company. 
 h. Absence of Certain Changes. Except as set forth on Schedule 3(h), since
August 31, 2008, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations or prospects of the Company or any of its
Subsidiaries. 
 i. Absence of Litigation. Except as set forth on Schedule 3(i), there is no action, suit, claim,
proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or
any of its Subsidiaries, or their officers or directors in their capacity as such, that could reasonably be expected to have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the
knowledge of the Company, proceeding threatened in writing against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. 
 j. Intellectual Property. 
 (i) The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service
marks, service names, trade names and copyrights (“Intellectual Property”) material and necessary to enable it to conduct its business as now operated (and, except as set forth in Schedule 3(j) hereof, as presently
contemplated to be operated in the future). There is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to
any Intellectual Property necessary to enable it to conduct its business as now operated (and, except as set forth in Schedule 3(j) hereof, as presently contemplated to be operated in the future). The Company’s or its Subsidiaries’
current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances that would or might reasonably be expected to give rise
to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property. 
 (ii) Except as set forth on Schedule 3(j) all Intellectual Property used by the Company in the conduct of its business that is licensed by
a third party for the Company’s use, including, without limitation, all software licenses (the “Licensed Intellectual Property”) are subject to current, written, valid licenses or sub-licenses (the “IP
Licenses”) to use all such Licensed Intellectual Property. Except as set forth on Schedule 3(j), (A) none of the Licensed Intellectual Property infringes or results from the misappropriation of any Intellectual Property of any
third person, (B) no third person is infringing or misappropriating any material Licensed Intellectual Property, (C) none of the Licensed Intellectual Property is the subject of, and to the Company’s knowledge there has been no threat
of, any current claim of infringement or misappropriation, (D) the Company has received no written, verbal or other communication from any licensor of Licensed Intellectual Property that the Company is in breach of, has violated, or is
otherwise potentially subject to termination or revocation of, any IP License, (E) the Company has not committed any act or omission that constitutes or would reasonably be expected to constitute a breach or violation of any IP License and,
(F) to the Company’s knowledge, no licensor of any Licensed Intellectual Property has committed any act or omission that constitutes or would reasonably be expected to constitute a breach or violation of any IP License. 
  

 7 








 k. Tax Status. Except as set forth on Schedule 3(k), the Company and each of its
Subsidiaries has made or filed all federal, state and foreign income and all other material tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its
Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be
due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with
respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. Except as set forth on Schedule 3(l), none of the Company’s tax returns is presently being audited by any taxing
authority. 
 l. Certain Transactions. Except as set forth on Schedule 3(l) and except for arm’s length
transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties, none of the officers,
directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation,
partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner. 
 m. Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and all of the information and provided to Investor pursuant to
Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects, and the Company has not omitted to state any material fact necessary in order to make the statements made
herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects,
operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the
Company’s reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act). 
 n. Acknowledgment Regarding Investor’ Purchase of Securities. The Company acknowledges and agrees that Investor is acting solely in the capacity of arm’s length purchaser with respect to this
Agreement and the transactions contemplated hereby. The Company further acknowledges that Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions
contemplated hereby and any statement made by Investor or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the
Investor’s purchase of the Securities. The Company further represents to Investor that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

  

 8 








 o. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities
to Investor. The issuance of the Securities to Investor will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its
securities. 
 p. No Brokers. Except as set forth in Schedule 3(p), the Company has taken no action which would give
rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. 
 q. Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates,
approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of the
Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits. Since December 31, 2007,
neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable law. 
 r. Environmental Matters. 
 (i) Except as set forth in Schedule 3(r), there are,
to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment,
actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability
Act of 1980 or similar federal, state, local or foreign laws, and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened
in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient
air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or
wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all
authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder. 
 (ii) Other than those that are or were stored, used or disposed of in material compliance with applicable law, to the Company’s knowledge,
no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and to the Company’s knowledge, no Hazardous Materials were released on or about any real property
previously owned, leased or used by the Company or any of its Subsidiaries during the period the property was owned, leased or used by the Company or any of its Subsidiaries. 
 (iii) Except as set forth in Schedule 3(r), to the Company’s knowledge, there are no underground storage tanks on or under any real
property owned, leased or used by the Company or any of its Subsidiaries that are not in material compliance with applicable law. 
  

 9 








 s. Title to Property. The Company and its Subsidiaries have good and marketable title in
fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except
such as are described in Schedule 3(s). Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material
Adverse Effect. 
 t. Insurance. Except as set forth in Schedule 3(t), the Company and each of its Subsidiaries are
insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged.
Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not have a Material Adverse Effect. The Company has provided to Investor true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors and omissions
coverage, and commercial general liability coverage. 
 u. Internal Accounting Controls. The Company and each of its
Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general
or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets
is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences. 
 v. Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director,
officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. 
 w. No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not
be, an “investment company” within the meaning of, and required to be registered under, the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company. 
 x. No Stockholder Approval. The Company represents and warrants that its Board of Directors has the sole authority to authorize this
Agreement and the sale and issuance of the Securities and that no approval of any of the Company’s stockholders is required therefor by the Delaware General Corporate Law, the Articles of Incorporation, the By-laws, the OTCBB, the FINRA, the
SEC, or any applicable law, rule, or regulation. 
  

 10 








 4. COVENANTS. 
 a. Reasonable Efforts. The parties shall use their reasonable efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement. 
 b. Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the sale of the Securities as required under Regulation D and
to provide a copy thereof to Investor promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Investor at the
applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to
Investor on or prior to the Closing Date. 
 c. Reporting Status. The Company’s Common Stock is registered under
Section 12(g) of the 1934 Act. So long as Investor beneficially owns any of the Securities, the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as
an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination. The Company shall issue a press release describing the material terms of the transaction contemplated
hereby as soon as practicable following the Closing Date but in no event more than four (4) business days of the Closing Date, which press release shall be subject to prior review by the Investor. The Company agrees that such press release
shall not disclose the name of the Investor unless expressly consented to in writing by the Investor or unless required by applicable law or regulation, and then only to the extent of such requirement. 
 d. Use of Proceeds. The Company shall use the proceeds from the sale of the Purchased Shares and the Warrant for general corporate purposes
and working capital as authorized from time to time by the Company’s Board of Directors. 
 e. Expenses. Each party hereto
shall bear and be responsible for all expenses incurred by it in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith
(“Documents”), including, without limitation, attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any
consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. 
 f. Financial Information. The Company agrees to send the following reports to Investor until Investor transfers, assigns, or sells all of
the Securities: (i) within ten (10) days after the filing with the SEC, a copy of its Annual Report on Form 10-KSB, its Quarterly Reports on Form 10-QSB and any Current Reports on Form 8-K; (ii) within one (1) day after release,
copies of all press releases issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other information the Company makes
available or gives to such shareholders. 
 g. Authorization and Reservation of Shares. The Company shall at all times have
authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full exercise of the outstanding Warrant and issuance of the Warrant Shares in connection therewith (based on the exercise price
of the Warrant in effect from time to time) and as otherwise required by the Warrant. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise of the Warrant without the consent of Investor. The Company
shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount 

  

 11 








 
(“Reserved Amount”) equal to no less than the number that is then actually issuable upon full exercise of the Warrant (based on the exercise
price of the Warrant in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly
take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations under this
Section 4(g), in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized
shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. 
 h. Corporate
Existence. So long as Investor beneficially owns any Purchased Shares or the Warrant, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a
merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments
entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX. 
 i. No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that
would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval
provision applicable to the Company or its securities. 
 j. Disclosure Supplements. Between the date of this Agreement and the
Closing Date, the Company will promptly notify Investor in writing (each, a “Disclosure Supplement”) if the Company becomes aware of any fact or condition that causes or constitutes a breach of any of the Company’s
representations and warranties as of the date of this Agreement, or if the Company becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or
constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition; provided, however, that no such notice shall be deemed to be
a modification of any representation or warranty. During the same period, the Company will promptly notify Investor of the occurrence of any breach of any covenant of the Company in this Section 5 or of the occurrence of any event that may make
the satisfaction of the conditions in Section 7 impossible or unlikely. 
 k. Reserved Shares. Until the earlier of the
Closing or such time, if any, as this Agreement is terminated pursuant to Section 8: 
 (i) The Company will not issue any Common
Stock, preferred stock, warrants, options or notes, or any security convertible or exchangeable for any of the above (other than issuances of shares reserved for issuance under convertible notes held by Investor and the 14,002,072 shares of Common
Stock currently reserved for issuance upon the exercise of outstanding options and warrants (collectively, “Reserved Shares”)) to any person or entity other than Investor. 
 (ii) The Company, any of its subsidiaries, nor any officer, director, agent or representative of either of them will, nor will any of them permit
anyone acting on its behalf to, (A) initiate, solicit and encourage, whether publicly or otherwise, the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute or may reasonably be expected to lead to,
any Acquisition Proposal (as defined below), including by way of providing access to non-public information; 

  

 12 








 
or (B) enter into and maintain or continue discussions or negotiations with respect to Acquisition Proposals or otherwise facilitate any inquiries,
proposals, discussions or negotiations with respect to Acquisition Proposals or consummate any transaction resulting from an Acquisition Proposal. 
 (iii) The Company shall notify Investor promptly (and in any event within 48 hours) upon receipt by the Company or any of its subsidiaries (including through a notification by their respective representatives) of (A) any
Acquisition Proposal or (B) any request for information relating to the Company or any of its subsidiaries (other than requests for information in the ordinary course of business and unrelated to an Acquisition Proposal) or any inquiry or
request for discussions or negotiations regarding any Acquisition Proposal. 
 (iv) The Company shall provide Investor promptly (and
in any event within 48 hours) with the identity of any person making an Acquisition Proposal and a copy of such Acquisition Proposal, agreement, indication, inquiry or request, including any material modifications thereto (or, where no such copy is
available, a description in reasonable detail of such Acquisition Proposal, indication, inquiry or request), and the Company shall keep Investor reasonably informed on a prompt basis (and in any event within 48 hours) of the status of any such
Acquisition Proposal, indication, inquiry or request, and any related material communications to or by the Company or its or its subsidiaries’ representatives. 
 (v) The Company shall not, and shall cause its subsidiaries not to, enter into any confidentiality agreement with any person subsequent to the date of this Agreement which prohibits the Company from providing
such information to Investor. 
 For purposes of this Agreement, “Acquisition Proposal” means any inquiry, proposal or offer
from any person or group of persons (other than Investor or its affiliates) relating to (a) any direct or indirect issuance, purchase, tender offer, exchange offer or other acquisition of any of the Company’s debt or equity securities,
including, without limitation, any Common Stock, preferred stock, warrants, options or notes, or any security convertible or exchangeable for any of the above (other than issuances of Reserved Shares); or (b) any merger, reorganization,
consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any of it subsidiaries); or (c) the sale of all or substantially all of the assets of the Company
or any of its subsidiaries other than in the ordinary course of business. the Company will not, and will cause each of its directors, officers and employees not to, directly or indirectly, solicit, initiate, or encourage any inquiries or proposals
from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person (other than Investor) relating to any transaction involving the sale of any equity or debt
securities, or securities convertible into equity or debt of the Company or any of its subsidiaries, or any of the capital stock of the Company or any of its subsidiaries, or any merger, consolidation, business combination, or similar transaction
involving the Company or any of its subsidiaries. 
 5. Intentionally Omitted. 
 6. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Purchased Shares and
Warrant to Investor at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at
any time in its sole discretion: 
 a. Investor shall have executed this Agreement and the Registration Rights Agreement, and delivered
the same to the Company. 
  

 13 








 b. Investor shall have delivered the Purchase Price in accordance with Section 1(b) above.

 c. The representations and warranties of Investor shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by Investor at or prior to the Closing Date. 
 d.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. 
 7. CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE. The obligation of Investor hereunder to purchase the Purchased Shares and Warrant at the Closing is subject to the satisfaction, at or before the
Closing Date of each of the following conditions, provided that these conditions are for such Investor’s sole benefit and may be waived by such Investor at any time in its sole discretion: 
 a. The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to Investor. 
 b. The stockholder listed on Schedule 7(b) and the Company shall have executed the Voting Agreement and delivered the same to Investor.

 c. The Company shall have delivered to Investor the Purchased Shares (in such denominations as Investor shall request) and Warrant
in accordance with Section 1(b) above. 
 d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to
Investor, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. 
 e. The representations and
warranties of the Company shall be true and correct in all material respects as of the date when made (without giving effect to any Disclosure Supplement) and as of the Closing Date as though made at such time (except for representations and
warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with
by the Company at or prior to the Closing Date. Investor shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as
may be reasonably requested by Investor including, but not limited to certificates with respect to the Company’s Articles of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.

 f. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions
contemplated by this Agreement. 
  

 14 








 g. No event shall have occurred which could reasonably be expected to have a Material Adverse
Effect on the Company. 
 h. Investor shall have received an officer’s certificate described in Section 3(c) above, dated as
of the Closing Date. 
 8. TERMINATION. 
 a. This Agreement may, by notice given prior to or at the Closing, be terminated: 
 (i) by
Investor or the Company if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived; 
 (ii) (A) by Investor if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of
Investor to comply with its obligations under this Agreement) and Investor has not waived such condition on or before the Closing Date; or (ii) by the Company, if any of the conditions in Section 6 has not been satisfied as of the Closing
Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Company to comply with its obligations under this Agreement) and the Company has not waived such condition on or before the Closing Date;

 (iii) by mutual consent of Investor and the Company; 
 (iv) by Investor if (1) Investor is dissatisfied, in Investor’s sole discretion, with the results of its ongoing due diligence
investigation of the Company’s business, assets, operations, properties, financial condition, contingent liabilities, prospects and material agreements; (2) the he Software License Agreement dated November 21, 2007 by and between
World Processing, Ltd and FNDS3000 Corp., if deemed necessary by Investor in Investor’s sole discretion, is not amended to the satisfaction of Investor, in Investor’s sole discretion; or (3) certain management employment agreements,
if deemed necessary by Investor in Investor’s sole discretion, are not amended to the satisfaction of Investor, in Investor’s sole discretion; or 
 b. Each Party’s right of termination under Section 9(a) is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an
election of remedies. If this Agreement is terminated pursuant to Section 9(a), all further obligations of the parties under this Agreement will terminate; provided, however, that if this Agreement is terminated by a party because
of the breach of the Agreement by the other party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of the other party’s failure to comply with its obligations
under this Agreement, the terminating party’s right to pursue all legal remedies will the survive such termination unimpaired; provided, further, that this Section 9(b) shall survive any termination or expiration of this
Agreement. 
  

 15 








 9. GOVERNING LAW; MISCELLANEOUS. 
 a. Governing Law. This Agreement shall be enforced, governed by and construed in accordance with the laws of the State of Delaware
applicable to agreements made and to be performed entirely within such state, without regard to the principles of conflict of laws. Both parties further agree that service of process upon a party mailed by first class mail shall be deemed in every
respect effective service of process upon the party in any such suit or proceeding. Nothing herein shall affect either party’s right to serve process in any other manner permitted by law. 
 b. Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the
other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. 
 c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement. 
 d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall
not affect the validity or enforceability of any other provision hereof. 
 e. Entire Agreement; Amendments. This Agreement and
the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor Investor makes any
representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement. 
 f. Notices. Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail
(return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon
receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be: 
  

			
	If to the Company:	  	FNDS300 Corp
		  	818 A1A North, Suite 201
		  	Ponte Vedra Beach, FL 32082
		  	Attention: Joseph F. McGuire
		  	Telephone: 904-273-2702
		  	Facsimile: 904-273-7231

  

 16 









			
	If to Investor:	  	Sherington Holdings, LLC
		  	60 Sherington Place
		  	Atlanta, GA 30350
		  	Attention: Raymond Goldsmith
		  	Facsimile: 678-805-2501
		
	With copy to:	  	Troutman Sanders LLP
		  	600 Peachtree Street, N.E.
		  	Suite 5200
		  	Atlanta, GA 30308-2216
		  	Attention: John Stephenson
		  	Telephone: (404) 885-3602
		  	Facsimile: (404) 962-6728
		  	Email: john.stephenson@troutmansanders.com

 Each party shall provide notice to the other party of any change in address. 
 g. Survival. The representations and warranties of the Company and the agreements and covenants set forth in Sections 3, 4, 5, 8 and 9
shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Investor. The Company agrees to indemnify and hold harmless each of the Investor and all its officers, directors, employees and
agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in Sections 3 and 4 hereof or any of its covenants and obligations under
this Agreement or the Registration Rights Agreement, including advancement of expenses as they are incurred. 
 h. Publicity.
The Company and Investor shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTCBB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby. The Company
shall be entitled, after the prior approval of Investor, to make any press release or SEC, OTCBB (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations. 
 i. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby. 
 j. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen
by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 
 k.
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Investor shall be
entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically
the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 17 








 IN WITNESS WHEREOF, the undersigned Investor and the Company have caused this Agreement to be duly
executed as of the date first above written. 
  

			
	FNDS300 CORP.
		
		 	 /s/ Michael J. Dodak

	By:	 	Michael J. Dodak
	Title:	 	Chief Executive Officer
	
	SHERINGTON HOLDINGS, LLC
		
		 	 /s/ Raymond Goldsmith

	By:	 	Raymond Goldsmith
	Title:	 	  


  

 18 








 Exhibit A 
 Warrant 
 Attached 







 Exhibit B 
 Registration Rights Agreement 
 Attached 







 Exhibit C 
 Voting Agreement 
 Attached 







 Schedule 3(a) 
 Subsidiaries 
 Atlas Merchant Services, LLC 
 FndsTech (PTY) Ltd. 
 Transaction Data Management 







 Schedule 3(c) 
 Capitalization 
 As of December 1, 2008: 
 1) Shares issued: 28,590,192; 2 million shares of this total have been issued but are subject to meeting certain performance criteria ( via Atlas acquisition agreement) 
 2) Options and warrants outstanding: 14,002,072 (of this amount 400,000 warrants will expire November 30, 2008).
 3) 4 million shares reserved for the convertible note 







 Schedule 3(f) 
 Conflicts/Consents 
 1. The Software License Agreement dated November 21, 2007 by and between World Processing,
Ltd and FNDS3000 Corp contains a provision (9.1.D) requiring an acceleration of payments due thereunder upon a transaction such as the purchase of the Purchased Shares and the Warrant. Specifically the paragraph states “...provided
however that the entire remaining balance shall be paid in full by Licensee at such time as Licensee receives USD 2,000,000 or more in investment funds either in aggregate or in one financing. 







 Schedule 3(g) 
 Exceptions to SEC Documents; Financial Statements 
 None. 







 Schedule 3(h) 
 Certain Changes 
 None. 







 Schedule 3(i) 
 Litigation 
 None. 







 Schedule 3(j) 
 Exceptions to Patents, Copyrights, etc. 
 On September 17, 2007, the Company received from lawyers representing
Fundtech Corporation asserting that the use of the name Fundtech infringed upon certain rights. Following negotiations, the Company changed its name effective March 28, 2008 and provided evidence of the name change. The Company has received no
contact from the lawyers of Fundtech Corporation since April 2008. 







 Schedule 3(k) 
 Tax Status Exceptions 
 None. 







 Schedule 3(l) 
 Certain Transactions 
 None. 







 Schedule 3(r) 
 Environmental Matters 
 None. 







 Schedule 3(s) 
 Title to Property Exceptions 
 None. 







 Schedule 3(t) 
 Insurance Exceptions 
 With the recent roll-out of prepaid debit cards in South Africa, we will focus on an E&O
policy and other insurance like fraud/dishonesty insurance and others. 







 Schedule 7(b) 
 Stockholders Signing Voting Agreement 
  

			
	 NAME
	  	NO. OF SHARES
	 SHERINGTON HOLDINGS, LLC
	  	8,000,000
		
	 MICHAEL DODAK
	  	1,458,000
		
	 DAVID FANN
	  	1,268,000
		
	 VICTORIA VAKSMAN
	  	1,280,000
		
	 DON HEADLUND
	  	868,000
		
	 PIERRE BESUCHET
	  	1,300,000
		
	 SOLOMON BROTHERS INVESTMENTS, LLC
	  	857,142
		
	 TRANSFERRY S.P.A.
	  	1,000,000
		
	 MICHELE DI MAURO
	  	200,000
		
	 ERNST SCHOENBAECHLER
	  	102,500
		
	 SIDNEY COLE
	  	1,440,000

 TOTAL 17,773,642 OF 34,590,192* = 51.2% 
  

	*	TOTAL NUMBER OF SHARES INCLUDING SHERINGTON INVESTMENT LESS 2,000,000 SHARES 

 HELD IN ESCROW FOR ATLAS MERCHANT SERVICES