REGISTRATION RIGHTS AGREEMENT October 14, 2005Registration Rights Agreement • November 23rd, 2005 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia
This will confirm that in consideration of your agreement on the date hereof to exchange the 12.5% Secured Promissory Note in the Principal amount of $1,285,000 dated August 7, 2004 (the “Note”) for 1,409 shares of Series A Convertible Preferred Stock, $.001 par value per share, (the “Preferred Stock”) of Speedemission, Inc., a Florida corporation (the “Company”), pursuant to the Exchange Agreement of even date herewith (the “Exchange Agreement”) between the Company and you and as an inducement to you to consummate the transactions contemplated by the Exchange Agreement, the Company covenants and agrees with each of you as follows:
EXCHANGE AGREEMENT dated as of October 14, 2005 by and between SPEEDEMISSIONS, INC. as the Issuer, and GCA Strategic Investment Fund LimitedExchange Agreement • November 23rd, 2005 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia
AGREEMENT, dated as of October 14, 2005, among Speedemissions, Inc., a Florida corporation (the “Company”), and GCA Strategic Investment Fund Limited (the “Purchaser”).
AMENDMENT NUMBER 1 TO WARRANTWarrant • November 23rd, 2005 • Speedemissions Inc • Services-automotive repair, services & parking • New York
THIS IS AMENDMENT NUMBER 1 (“this Amendment”) that is being executed and delivered by and between Barron Partners LP (“Barron”) and Speedemissions, Inc., a Florida corporation (the “Company”), and dated effective as of October 14, 2005 in order to amend that certain Common Stock Purchase Warrant “B” to purchase 19,659,346 shares of the Company’s Common Stock dated June 30, 2005 (the “Warrant”) and by which Barron and the Company, in consideration of the mutual promises contained in the Warrant and in this Amendment and other good and valuable consideration (the sufficiency, mutuality and adequacy of which are hereby acknowledged), hereby agree as follows:
AMENDMENT NUMBER 1 TO WARRANTWarrant • November 23rd, 2005 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia
THIS IS AMENDMENT NUMBER 1 (“this Amendment”) that is being executed and delivered by and between GCA Strategic Investment Fund Limited, a Bermuda corporation (“GCA”) and Speedemissions, Inc., a Florida corporation (the “Company”), and dated effective as of October 14, 2005 in order to amend that certain Warrant to purchase 2,500,000 shares of the Company’s Common Stock dated January 21, 2004 (the “Warrant”) and by which GCA and the Company, in consideration of the mutual promises contained in the Warrant and in this Amendment and other good and valuable consideration (the sufficiency, mutuality and adequacy of which are hereby acknowledged), hereby agree as follows:
AMENDMENT NUMBER 1 TO WARRANTWarrant • November 23rd, 2005 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia
THIS IS AMENDMENT NUMBER 1 (“this Amendment”) that is being executed and delivered by and between GCA Strategic Investment Fund Limited, a Bermuda corporation (“GCA”) and Speedemissions, Inc., a Florida corporation (the “Company”), and dated effective as of October 14, 2005 in order to amend that certain Warrant to purchase 100,000 shares of the Company’s Common Stock dated January 26, 2005 (the “Warrant”) and by which GCA and the Company, in consideration of the mutual promises contained in the Warrant and in this Amendment and other good and valuable consideration (the sufficiency, mutuality and adequacy of which are hereby acknowledged), hereby agree as follows:
AMENDMENT NUMBER 1 TO WARRANTWarrant Amendment • November 23rd, 2005 • Speedemissions Inc • Services-automotive repair, services & parking • New York
THIS IS AMENDMENT NUMBER 1 (“this Amendment”) that is being executed and delivered by and between Barron Partners LP (“Barron”) and Speedemissions, Inc., a Florida corporation (the “Company”), and dated effective as of October 14, 2005 in order to amend that certain First Restated Common Stock Purchase Warrant “A” to purchase 26,214,953 shares of the Company’s Common Stock dated June 30, 2005 (the “Warrant”) and by which Barron and the Company, in consideration of the mutual promises contained in the Warrant and in this Amendment and other good and valuable consideration (the sufficiency, mutuality and adequacy of which are hereby acknowledged), hereby agree as follows:
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement • November 23rd, 2005 • Speedemissions Inc • Services-automotive repair, services & parking
This Settlement Agreement and General Release (“Agreement”) is entered into effective this 14th day of October, 2005, by and between Global Capital Funding Group, LP, a Delaware limited partnership (“GCFG”), GCA Strategic Investment Fund Limited (“GCA”), Barron Partners, LP, a Delaware limited partnership (“Barron”), and Speedemissions, Inc., a Florida corporation (the “Company”). GCFG, GCA, Barron, and the Company shall each be referred to as a “Party” and collectively as the “Parties.”
