THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTCommon Stock Purchase Warrant • December 7th, 2007 • Mauna Kea Enterprises Inc • Colorado
Mauna Kea Enterprises, Inc., a Colorado corporation (the “Company”), for value received, hereby certifies that Waveland Colorado Ventures, LLC or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Mountain time) on July 31, 2012, 1,000,000 shares of Common Stock, no par value per share, of the Company (“Common Stock”), at a purchase price of $0.2813 per share. The shares of Common Stock purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
INVESTMENT AGREEMENTInvestment Agreement • December 7th, 2007 • Mauna Kea Enterprises Inc • Colorado
This Investment Agreement (this “Agreement”) is made and entered into as of July 24, 2007 (the “Effective Date”), by and between Fairground Media, LLC, a Colorado limited liability company (the “Company”) and Waveland Colorado Ventures, LLC, a Colorado limited liability company and Colorado Certified Capital Company (the “Investor”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Company’s Operating Agreement dated January 16, 2007 (the “Operating Agreement”).
AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG MAUNA KEA ENTERPRISES, INC. AND FAIRGROUND MEDIA, LLC AND THE SECURITY HOLDERS OF FAIRGROUND MEDIA, LLCExchange of Securities Agreement • December 7th, 2007 • Mauna Kea Enterprises Inc • Colorado
THIS AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES (“Agreement”) is made this 24th day of July, 2007, by and between Mauna Kea Enterprises, Inc., a Colorado corporation (“Mauna Kea”), Fairground Media, LLC, a Colorado limited liability company (“Fairground”), and the security holders of Fairground (the “Fairground Security Holders”) who are listed on Exhibit 1.1 hereto and have executed Subscription Agreements in the form attached in Exhibit 1.2, hereto.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 7th, 2007 • Mauna Kea Enterprises Inc • Colorado
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is dated as of July 24, 2007 by and among (i) Fairground Media, LLC, a Colorado limited liability company (the “Company”), (ii) Waveland Colorado Ventures, LLC, a Colorado limited liability company (the “Investor”), and (iii) the members of the Company listed on Schedule I hereto, (the “Original Members”). The Investor and the Original Members are hereinafter collectively referred to as the “Members”. Certain terms used in this Agreement are defined in Exhibit A hereto. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Investment Agreement (as defined below).
