STOCK PURCHASE WARRANTSportsQuest, Inc. • September 27th, 2007 • Services-amusement & recreation services • Virginia
THIS CERTIFIES THAT, for value received, each of the parties set forth on attached Schedule A, or its registered assigns, is entitled to purchase from SportsQuest, Inc., a Delaware corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 200,000 fully paid and nonassessable shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), at an exercise price specified in Paragraph 2 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 3 hereof. This Warrant is issued pursuant to that certain Agreement for Exchange of Common Stock, dated August 20, 2007, by and among the Company and Zaring-Cioffi Entertainment, LLC, ZCE, Inc. and Q-C Entertainment, LLC (the “Exchange Agreement”), as amended by that Bring Down Agreement and Amendment dated as of
FIRST AMENDMENT TO STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENTAssumption and Release Agreement • September 27th, 2007 • SportsQuest, Inc. • Services-amusement & recreation services
THIS FIRST AMENDMENT TO STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENT (the “First Amendment”) is made as of the 21st day of September, 2007, by and among GREENS WORLDWIDE INCORPORATED, an Arizona corporation (the “GRWW”), SPORTSQUEST, INC. (formerly Air Brook Airport Express, Inc.), a Delaware corporation (“ARBK”), and AJW PARTNERS, LLC, a Delaware limited liability company (“AJW Partners”), AJW OFFSHORE, LTD., a Cayman Islands corporation (“AJW Offshore”), AJW QUALIFIED PARTNERS, LLC, a New York limited liability company (“AJW Qualified Partners”), NEW MILLENNIUM CAPITAL PARTNERS II, LLC, a New York limited liability company (“New Millennium” and together with AJW Partners, AJW Offshore and AJW Qualified Partners, “NIR”), and AJW MASTER FUND, LTD., a Cayman Islands corporation (“AJW Master Fund” and together with AJW Partners and New Millennium, the “NIR Successors”).
BRING DOWN AGREEMENT AND AMENDMENTBring Down Agreement and Amendment • September 27th, 2007 • SportsQuest, Inc. • Services-amusement & recreation services • Virginia
THIS BRING DOWN AGREEMENT AND AMENDMENT (the “Agreement”) is made effective September 25, 2007 by and among SPORTSQUEST, INC., a Delaware corporation (the “Issuer”), ZARING-CIOFFI ENTERTAINMENT, INC., a California corporation (the “Company”), ZCE, INC., a California corporation (“ZCE”), DAVID QUINN (“Quinn”) and JEFF MERRIMAN COHEN (“Cohen” and together with ZCE and Quinn, the “Members”).
