REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2007 • SportsQuest, Inc. • Investors, nec • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of August 23, 2007, by and between SportsQuest, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at 801 International Parkway, 5th floor, Lake Mary, FL 32746 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).
ContractWarrant Agreement • August 22nd, 2007 • Air Brook Airport Express Inc • Investors, nec • 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 AUGUST 16, 2007, 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.
INVESTMENT AGREEMENTInvestment Agreement • August 30th, 2007 • SportsQuest, Inc. • Investors, nec • Massachusetts
INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of August 23, 2007 by and between SportsQuest, Inc., a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2007 • Air Brook Airport Express Inc • Investors, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 16, 2007, by and among Air Brook Airport Express, Inc., a Delaware corporation with its headquarters located at 801 International Parkway, 5th floor, Lake Mary, FL 32746 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 22nd, 2007 • Air Brook Airport Express Inc • Investors, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 16, 2007, by and among Air Brook Airport Express, Inc., a Delaware corporation, with headquarters located at 801 International Parkway, 5th floor, Lake Mary, FL 32746 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 22nd, 2007 • Air Brook Airport Express Inc • Investors, nec • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of this 21st day of August 2007 (the “Closing Date”), by and between SportsQuest,Inc. a Delaware Corporation (“Purchaser”), and Lextra Management Group, Inc. (“Seller”).
SPORTSQUEST, INC.2007 Stock Incentive Plan • November 26th, 2007 • SportsQuest, Inc. • Services-amusement & recreation services • Delaware
AGREEMENT FOR THE EXCHANGE OF COMMON STOCKAgreement for the Exchange of Common Stock • November 13th, 2007 • SportsQuest, Inc. • Services-amusement & recreation services
Agreement made this 5th day of November, 2007, by and between SportsQuest, Inc., a Delaware corporation, OTCBB SPQS (the “Issuer”), and Javaco, Inc. an Ohio corporation (the “Company”), and Judith Vazquez, the shareholder of Company, (the “Shareholder”).
STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENTStock Issuance, Assumption and Release Agreement • August 22nd, 2007 • Air Brook Airport Express Inc • Investors, nec • Virginia
THIS STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENT (the “Agreement”) is made as of the 17th day of August, 2007, by and among GREENS WORLDWIDE INCORPORATED, an Arizona corporation (the “GRWW”), AIR BROOK AIRPORT EXPRESS, INC., a Delaware corporation (“ARBK”), and AJW PARTNERS, LLC, a Delaware limited liability company (“AJW Partners”), AJW OFFSHORE, LTD., a Caymans Island corporation (“AJW Offshore”), AJW QUALIFIED PARTNERS, LLC, a New York limited liability company (“AJW Qualified Partners”), and NEW MILLENNIUM CAPITAL PARTNERS, II, LLC, a New York limited liability company (“New Millennium” and together with AJW Partners, AJW Offshore and AJW Qualified Partners, “NIR”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 6th, 2008 • SportsQuest, Inc. • Services-amusement & recreation services • Delaware
SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of September 29th, 2008, by and among parties listed on Exhibit “A” hereto (individually, a “Seller” and collectively, “Sellers”), SPORTSQUEST INC., a Delaware corporation (the “Company” or “SPQS”) and VERIDIGM, INC., a Delaware corporation (“Purchaser” or “VRGD”) and DOMARK INTERNATIONAL, INC (a Nevada Corp) (“DOMK”) (limited to those matters relating only to DOMK).
STOCK PURCHASE WARRANTWarrant Agreement • September 27th, 2007 • SportsQuest, Inc. • Services-amusement & recreation services • Virginia
THIS CERTIFIES THAT, for value received, each of the parties set forth on attached Schedule A, or its registered assigns, is entitled to purchase from SportsQuest, Inc., a Delaware corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 200,000 fully paid and nonassessable shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), at an exercise price specified in Paragraph 2 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 3 hereof. This Warrant is issued pursuant to that certain Agreement for Exchange of Common Stock, dated August 20, 2007, by and among the Company and Zaring-Cioffi Entertainment, LLC, ZCE, Inc. and Q-C Entertainment, LLC (the “Exchange Agreement”), as amended by that Bring Down Agreement and Amendment dated as of
FIRST AMENDMENT TO STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENTStock Issuance, Assumption and Release Agreement • September 27th, 2007 • SportsQuest, Inc. • Services-amusement & recreation services
THIS FIRST AMENDMENT TO STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENT (the “First Amendment”) is made as of the 21st day of September, 2007, by and among GREENS WORLDWIDE INCORPORATED, an Arizona corporation (the “GRWW”), SPORTSQUEST, INC. (formerly Air Brook Airport Express, Inc.), a Delaware corporation (“ARBK”), and AJW PARTNERS, LLC, a Delaware limited liability company (“AJW Partners”), AJW OFFSHORE, LTD., a Cayman Islands corporation (“AJW Offshore”), AJW QUALIFIED PARTNERS, LLC, a New York limited liability company (“AJW Qualified Partners”), NEW MILLENNIUM CAPITAL PARTNERS II, LLC, a New York limited liability company (“New Millennium” and together with AJW Partners, AJW Offshore and AJW Qualified Partners, “NIR”), and AJW MASTER FUND, LTD., a Cayman Islands corporation (“AJW Master Fund” and together with AJW Partners and New Millennium, the “NIR Successors”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 12th, 2007 • Air Brook Airport Express Inc • Investors, nec • New Jersey
This AGREEMENT is made and entered into as of the 8th day of March, 2007 ("Agreement") by and among Air Brook Airport Express, Inc., a Delaware corporation (the “Corporation”), A.B. Park & Fly, Inc., a New Jersey corporation (“Park & Fly”), Air Brook Limousine, Inc., a New Jersey corporation (“ABL”) and Airbrook Realty, Inc., a New Jersey corporation (“Realty”). The Corporation, Park & Fly, ABL and Realty shall sometimes hereinafter be collectively called the “Participants”.
AGREEMENTStock Purchase Agreement • July 6th, 2007 • Air Brook Airport Express Inc • Investors, nec • New Jersey
AGREEMENT, dated as of June 26, 2007 (the “Agreement”), by and among Air Brook Airport Express, Inc., a Delaware Corporation (the “Company”), Donald M. Petroski (“Donald”), Jeffrey M. Petroski (“Jeffrey”), Barbara Petroski (“Barbara”), Air Brook Limousine, Inc., a New Jersey corporation, (“ABL”) and Lextra Management Group, Inc., a Delaware corporation (the “Purchaser”). The Company, Donald, Jeffrey, Barbara, ABL and the Purchaser are referred to herein as a “Party” and collectively, as the “Parties”. Donald, Jeffrey, Barbara and ABL are each individually referred to as a “Selling Party” or collectively the “Selling Parties”
BRING DOWN AGREEMENT AND AMENDMENTBring Down Agreement and Amendment • September 27th, 2007 • SportsQuest, Inc. • Services-amusement & recreation services • Virginia
THIS BRING DOWN AGREEMENT AND AMENDMENT (the “Agreement”) is made effective September 25, 2007 by and among SPORTSQUEST, INC., a Delaware corporation (the “Issuer”), ZARING-CIOFFI ENTERTAINMENT, INC., a California corporation (the “Company”), ZCE, INC., a California corporation (“ZCE”), DAVID QUINN (“Quinn”) and JEFF MERRIMAN COHEN (“Cohen” and together with ZCE and Quinn, the “Members”).
AGREEMENTPurchase Agreement • October 22nd, 2008 • SportsQuest, Inc. • Services-amusement & recreation services • Florida
AGREEMENT, dated as of October 20, 2008 (the “Agreement”), by and among., Mecanismo Corp , a Nevada Corporation (the “Purchaser”), and Domark International, Inc., a Nevada corporation and R. Thomas Kidd, hereinafter collectively the (“Selling Parties”.)
