RECITALS:Securities Purchase Agreement • December 22nd, 2006 • New Era Marketing Inc • Services-management consulting services • New York
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.Security Agreement • March 6th, 2008 • Fearless International, Inc. • 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.
EXHIBIT 4.5 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "AGREEMENT"), is made as of December __, 2006, by and between New Era Marketing, Inc., a Nevada corporation, with its principal executive offices at 927 Lincoln Road, Suite 200, Miami, FL...Security Agreement • December 22nd, 2006 • New Era Marketing Inc • Services-management consulting services • New York
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "AGREEMENT") is made and entered into as of this ___ day of April, 2006 by and among Fearless Yachts LLC, a Florida limited liability company (the "COMPANY"), and the...Registration Rights Agreement • December 22nd, 2006 • New Era Marketing Inc • Services-management consulting services • New York
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”).
SUBSIDIARY GUARANTEESubsidiary 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.
EXHIBIT 4.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE UNDER SAID...Senior Secured Promissory Note • December 22nd, 2006 • New Era Marketing Inc • Services-management consulting services • New York
PLEDGE AND SECURITY AGREEMENTPledge 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 AGREEMENTLoan 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 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:
CONTRIBUTION AGREEMENT dated as of December 8, 2006 by and among NEW ERA MARKETING, INC. FEARLESS YACHTS, LLC, and THE MEMBERS OF FEARLESS YACHTS, LLCContribution 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.”
