SUBSCRIPTION AND SECURITIES PURCHASE AGREEMENT dated as of January 21, 2004 by and between SPEEDEMISSIONS, INC. as the Issuer, and GCA Strategic Investment Fund CLOSING DATE: JANUARY 21, 2004 SUBSCRIPTION AND SECURITIES PURCHASE AGREEMENTSubscription and Securities Purchase Agreement • January 29th, 2004 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia
AGREEMENT, dated as of January 21, 2004, among Speedemissions, Inc., a Florida corporation (the "Company"), and GCA Strategic Investment Fund Limited (the "Purchaser").
REGISTRATION RIGHTS AGREEMENT January 21, 2004Registration Rights Agreement • January 29th, 2004 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia
This will confirm that in consideration of your agreement on the date hereof to purchase up to 2,500 shares of Series A Convertible Preferred Stock, $.001 par value per share, (the APreferred Stock" ) of Speedemission, Inc., a Georgia corporation (the ACompany" ), pursuant to the Subsciption and Securities Purchase Agreement of even date herewith (the APurchase Agreement" ) between the Company and you and as an inducement to you to consummate the transactions contemplated by the Purchase Agreement, the Company covenants and agrees with each of you as follows:
ContractCommon Stock Purchase Warrant • January 29th, 2004 • Speedemissions Inc • Services-automotive repair, services & parking • Delaware
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT ("PURCHASE AGREEMENT"), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY.
