New Era Marketing Inc Sample Contracts

RECITALS:
Securities Purchase Agreement • December 22nd, 2006 • New Era Marketing Inc • Services-management consulting services • New York
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REGISTRATION RIGHTS AGREEMENT
Registration 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 AGREEMENT
Security 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 GUARANTEE
Subsidiary 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 AGREEMENT
Securities 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”).

SUBSIDIARY GUARANTEE
Subsidiary Guarantee • November 20th, 2007 • Fearless International, Inc. • Services-management consulting services • New York

SUBSIDIARY GUARANTEE, dated as of November 15, 2007 (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 Secured Parties signatory (the “Secured Parties”) to that certain Loan and Security Agreement, dated as of the date hereof, between Fearless International, Inc. (the “Company”), the Guarantors and the Secured Parties.

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • November 20th, 2007 • Fearless International, Inc. • Services-management consulting services • New York

PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated November 15, 2007, made by and among Fearless International, Inc. (the “Company”) and the holders of Company’s common stock signatory hereto (collectively, the “Pledgors”) in favor of Feldman Weinstein & Smith LLP (the “Agent”) and each of the holders of the Company’s Secured Promissory Notes due, unless required earlier pursuant to the terms therein, March 15, 2008 (collectively, the “Pledgees”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 20th, 2007 • Fearless International, Inc. • Services-management consulting services • New York

This LOAN AND SECURITY AGREEMENT, dated as of November 15, 2007 (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 Secured Promissory Notes due, unless earlier pursuant to the terms therein, March 15, 2008 and issued on November 14, 2007 in the original aggregate principal amount of $600,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

PLACEMENT AGREEMENT
Placement 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:

CONTRIBUTION AGREEMENT dated as of December 8, 2006 by and among NEW ERA MARKETING, INC. FEARLESS YACHTS, LLC, and THE MEMBERS OF FEARLESS YACHTS, LLC
Contribution Agreement • December 13th, 2006 • New Era Marketing Inc • Services-management consulting services • New York

THIS CONTRIBUTION AGREEMENT is entered into as of December 8, 2006 (the “Agreement”), by and among Fearless Yachts, LLC, a Missouri limited liability company (the “Company”), New Era Marketing, Inc., a Nevada corporation (“Parent”), Joseph MacKenzie, the holder of a majority of the shares of Common Stock (as hereinafter defined) of Parent (the “Majority Holder”) and the other signatories whose names appear on the signature page hereto (collectively, the “Members”). The Company, Parent and the Members are at times referred to herein individually as a “Party” and collectively as the “Parties.”

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