REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2008 • Adrenalina • Retail-apparel & accessory stores
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 22, 2008, between Adrenalina, a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ADRENALINAAdrenalina • August 26th, 2008 • Retail-apparel & accessory stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Enable Growth Partners, L.P. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adrenalina, a Nevada corporation (the “Company”), up to 333,333 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 26th, 2008 • Adrenalina • Retail-apparel & accessory stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 22, 2008 between Adrenalina, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
5% SENIOR SECURED CONVERTIBLE DEBENTURE DUE AUGUST 28, 2010Adrenalina • August 26th, 2008 • Retail-apparel & accessory stores • New York
THIS SENIOR SECURED DEBENTURE is one of a series of duly authorized and validly issued 5% Senior Secured Convertible Debentures of Adrenalina, a Nevada corporation, (the “Company”), having its principal place of business at 20855 NE 16th Ave, C-16, North Miami, FL 33179, designated as its 5% Senior Secured Convertible Debenture due August 28, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 26th, 2008 • Adrenalina • Retail-apparel & accessory stores • New York
SUBSIDIARY GUARANTEE, dated as of August 22, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Adrenalina, a Nevada corporation (the “Company”) and the Purchasers.
INDIVIDUAL GUARANTEESecurities Purchase Agreement • August 26th, 2008 • Adrenalina • Retail-apparel & accessory stores • New York
In consideration of the terms and conditions contained in this Agreement, and other good and consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, intending to be legally bound, agrees as follows:
Re: Securities Purchase Agreement, dated as of August 22, 2008 (the “Purchase Agreement”), between Adrenalina, a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)Lock-Up Agreement • August 26th, 2008 • Adrenalina • Retail-apparel & accessory stores • New York
This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, each Purchaser and the undersigned.
