ELEMENT 21 GOLF COMPANY 10% CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • February 24th, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
FOR VALUE RECEIVED, the undersigned, ELEMENT 21 GOLF COMPANY, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of _____________ (the “Lender”), the principal amount of __________________________ ($_________) on the earlier to occur of the consummation of the Equity Financing (as defined below) and February 6, 2007 (the “Maturity Date”) plus accrued an unpaid interest.
COMMON STOCK PURCHASE WARRANT OF ELEMENT 21 GOLF COMPANYWarrant Agreement • February 24th, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
This is to certify that, FOR VALUE RECEIVED, ________________, or his assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from Element 21 Golf Company, a Delaware corporation (the “Company”), at an exercise price per share equal to the Per Share Price (as defined below) subject to adjustment as provided in this Warrant (such price as adjusted from time to time in accordance herewith, the “Exercise Price”), such number of shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”) as shall be equal to the Warrant Exercise Number (as defined below). The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares”. The term “Per Share Price” shall mean (i) from and after the consummation of the Equity Financing, the price per share (or price per unit, as the case may be) paid by the investors participating in the Equity Financing for the equity se
ELEMENT 21 GOLF COMPANY SERIES A CONVERTIBLE PREFERRED STOCK EXCHANGE AGREEMENT AND ACKNOWLEDGEMENTSeries a Convertible Preferred Stock Exchange Agreement • February 24th, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
This Series A Convertible Preferred Stock Exchange Agreement and Acknowledgement (this “Agreement”) is entered into as of February 22, 2006, between Element 21 Golf Company, a Delaware corporation (the “Corporation”), and [Individual], an individual residing at [Address], (the “Stockholder”).
COMMON STOCK PURCHASE WARRANT OF ELEMENT 21 GOLF COMPANYWarrant Agreement • February 24th, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
This is to certify that, FOR VALUE RECEIVED, ASA Commerce, or assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from Element 21 Golf Company, a Delaware corporation (the “Company”), at an exercise price per share equal to $.01 per share, subject to adjustment as provided in this Warrant (such price as adjusted from time to time in accordance herewith, the “Exercise Price”), ONE MILLION (1,000,000) shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”). The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares”.
COMMON STOCK PURCHASE WARRANT OF ELEMENT 21 GOLF COMPANYWarrant to Purchase Common Stock • February 24th, 2006 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
This is to certify that, FOR VALUE RECEIVED, ________________, or his assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from Element 21 Golf Company, a Delaware corporation (the “Company”), at an exercise price per share equal to $0.17 subject to adjustment as provided in this Warrant (such price as adjusted from time to time in accordance herewith, the “Exercise Price”), One Million Eighty One Thousand and Eighty One (1,081,081) shares of common stock, par value $0.01 per share (“Common Stock”), of the Company. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares”.
