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.
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”).
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”).
