ContractCrystal International Travel Group, Inc. • December 15th, 2006 • Non-operating establishments • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 30, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
CRYSTAL INTERNATIONAL TRAVEL GROUP, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCKCrystal International Travel Group, Inc. • December 15th, 2006 • Non-operating establishments • New York
THIS CERTIFIES THAT, for value received, Arnold Income Fund LP, with its principal office at, or assigns (the “Holder” or “Purchaser”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from CRYSTAL INTERNATIONAL TRAVEL GROUP, INC., a Delaware corporation, with its principal office at (the “Company”), the Exercise Shares (as defined below), at any time or from time to time during the Exercise Period (as defined below), upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed, together with the completed and executed Subscription Form attached hereto and, if applicable, upon payment in cash or by check of the aggregate Exercise Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Exercise Price and the number of shares purchasable hereunder are subject to adjustment as provide
ContractStock Purchase Warrant • December 15th, 2006 • Crystal International Travel Group, Inc. • Non-operating establishments • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 30, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
security agreementSecurity Agreement • December 15th, 2006 • Crystal International Travel Group, Inc. • Non-operating establishments • New York
THIS SECURITY AGREEMENT dated as of November 27, 2006 (“Security Agreement”), is made by and among CRYSTAL INTERNATIONAL TRAVEL GROUP, INC., a Delaware corporation (“Grantor”), and Arnold Income Fund LP, in favor, as collateral agent for the benefit of the Credit Parties (as defined below) (in such capacity, the “Agent”).
CRYSTAL INTERNATIONAL TRAVEL GROUP, INC. SECURED NOTE AND WARRANT PURCHASE AGREEMENTSecured Note and Warrant Purchase Agreement • December 15th, 2006 • Crystal International Travel Group, Inc. • Non-operating establishments • New York
THIS SECURED NOTE AND WARRANT PURCHASE AGREEMENT is made as of the day of November, 2006 (the “Effective Date”) by and among CRYSTAL INTERNATIONAL TRAVEL GROUP, INC., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
