SUBSCRIPTION AGREEMENTSubscription Agreement • March 26th, 2007 • Marmion Industries Corp • Steam & air-conditioning supply • Massachusetts
Convertible Debentures (the “Debentures”) of Marmion Industries Corp., a Nevada corporation (the “Company”) are being offered pursuant to this Subscription Agreement (this “Subscription Agreement”). This offering is being made in accordance with the exemptions from registration provided under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act.
DEBENTURE REGISTRATION RIGHTS AGREEMENTDebenture Registration Rights Agreement • March 26th, 2007 • Marmion Industries Corp • Steam & air-conditioning supply • Massachusetts
THIS DEBENTURE REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 22, 2007, by and between Marmion Industries Corp., a Nevada corporation (the “Company”), and Dutchess Private Equities Fund, LTD, a Cayman Islands exempted company (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.
SECURITY AGREEMENTSecurity Agreement • March 26th, 2007 • Marmion Industries Corp • Steam & air-conditioning supply
THIS SECURITY AGREEMENT (this “Agreement”) is made as of the 22nd day of March, 2007, by MARMION INDUSTRIES CORP., a Nevada corporation, having a mailing address at 9103 Emmott Road, Building 6, Suite A Houston, Texas 77040 (the “Company”), MARMION INVESTMENTS, INC. a Texas corporation, (dba Marmion Air Service) having a mailing address at 9103 Emmott Road, Building 6, Suite A Houston, Texas 77040 (“Marmion Investments” together with the Company, individually and collectively, the “Debtors”), for the benefit and security of DUTCHESS PRIVATE EQUITIES FUND, LTD., having a mailing address at 50 Commonwealth Avenue, Suite 2, Boston, Massachusetts 02116 (the “Secured Party”).
