0001354488-07-002013 Sample Contracts

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • November 19th, 2007 • Challenger Powerboats, Inc. • Ship & boat building & repairing • Massachusetts

THIS DEBT CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2007, by and between Challenger Powerboats, Inc., a Nevada corporation (the “Company”), and Dutchess Private Equities Fund Ltd., successor in interest to Dutchess Private Equities Fund, LP and Dutchess Private Equities Fund II, LP (“Dutchess”).

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DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • November 19th, 2007 • Challenger Powerboats, Inc. • Ship & boat building & repairing • Massachusetts

THIS DEBT CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2007, by and between Challenger Powerboats, Inc., a Nevada corporation (the “Company”), and Dutchess Advisors LLC, a Connecticut limited liability company (“Dutchess”).

AMENDED AND RESTATED SECURITY AGREEMENT
Amended and Restated Security Agreement • November 19th, 2007 • Challenger Powerboats, Inc. • Ship & boat building & repairing • Massachusetts

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is made as of the 30th day of September, 2007, by and among Challenger Powerboats, Inc., a Nevada corporation, and its subsidiaries, successors in interest to Xtreme Companies, Inc. and its subsidiaries having mailing address at 300 Westlink Drive, Washington, MO 36090 (collectively, the “Company”), for the benefit and security of Dutchess Private Equities Fund Ltd., successor in interest to Dutchess Private Equities Fund, LP and Dutchess Private Equities Fund II, LP (“Dutchess” or “Secured Party”).

WARRANT CANCELLATION AGREEMENT
Warrant Cancellation Agreement • November 19th, 2007 • Challenger Powerboats, Inc. • Ship & boat building & repairing • Massachusetts

THIS WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2007, by and between Challenger Powerboats, Inc., a Nevada corporation (the “Company”), and Dutchess Private Equities Fund Ltd., successor in interest to Dutchess Private Equities Fund, LP and Dutchess Private Equities Fund II, LP (“Dutchess”). The Company and Dutchess are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.

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