REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2008 • Fearless International, Inc. • Services-management consulting services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 29, 2008, between Fearless International, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SERIES A COMMON STOCK PURCHASE WARRANT FEARLESS INTERNATIONAL, INC.Fearless International, Inc. • March 6th, 2008 • Services-management consulting services
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 5:30 PM New York City time on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fearless International, Inc., a Nevada corporation (the “Company”), up to ______ shares (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). This Warrant is issued pursuant to the Purchase Agreement.
SECURITY AGREEMENTSecurity Agreement • March 6th, 2008 • Fearless International, Inc. • Services-management consulting services • New York
This SECURITY AGREEMENT, dated as of February 29, 2008 (this “Agreement”), is among Fearless International, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 9% Senior Secured Convertible Debentures due February ___, 2011 and issued on February ___, 2008 in the original aggregate principal amount of $___________ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 6th, 2008 • Fearless International, Inc. • Services-management consulting services • New York
SUBSIDIARY GUARANTEE, dated as of February 29, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Fearless International, Inc., a Nevada corporation (the “Company”) and the Purchasers.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2008 • Fearless International, Inc. • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 29, 2008 between Fearless International, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGREEMENTPlacement Agreement • March 6th, 2008 • Fearless International, Inc. • Services-management consulting services • New York
This Placement Agreement (the “Agreement”) is made effective this 29 day of August, 2007, by and among Fearless International, Inc., a Nevada corporation (the “Company”), Global Hunter Securities, LLC, a New York limited liability company, and the managing placement agent (“GHS”) and Ardent Advisors, LLC a Delaware limited liability company and office of supervisory jurisdiction of Nexcore Capital, Inc. (“Ardent” and, together with GHS, the “Advisor”) with respect to the following facts:
