INVESTMENT AGREEMENTInvestment Agreement • March 2nd, 2005 • Virtra Systems Inc • Services-amusement & recreation services • Massachusetts
INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of February 25, 2005 by and between Virtra Systems, Inc., a Texas corporation (the "Company"), and Dutchess Private Equities Fund, II, LP, a Delaware limited partnership (the "Investor").
Virtra Systems, Inc. This offering consists of up to $750,000 of the Company’s 3 Year Convertible Debentures convertible into the Company’s Common Stock. SUBSCRIPTION AGREEMENTSubscription Agreement • March 2nd, 2005 • Virtra Systems Inc • Services-amusement & recreation services • Massachusetts
Convertible Debentures of Virtra Sytems, Inc. (the “Company”) are being offered (the “Debentures”). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506 of Regulation D promulgated under the 1933 Act.
WARRANT AGREEMENTWarrant Agreement • March 2nd, 2005 • Virtra Systems Inc • Services-amusement & recreation services • Massachusetts
Virtra Systems, Inc., a corporation organized under the laws of the State of Texas (the "Company"), hereby certifies that, for value received from Dutchess Private Equities Fund, II, L.P., ("Holder"), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of Three Hundred Thousand (300,000) shares of Common Stock, $.005 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price equal to $.33 per share. The Warrant may be exercised on a cashless basis anytime after issuance through and including the fifth (5th) anniversary of its issuance (the "Expiration Date"), subject to the following terms and conditions:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2005 • Virtra Systems Inc • Services-amusement & recreation services • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of February 25, 2005, by and between Virtra Systems, Inc., a corporation organized under the laws of State of Texas, with its principal executive office at ,440 North Center, Arlington, Texas, 76011 (the “Company”), and Dutchess Private Equities Fund, II, L.P., a Delaware limited partnership with its principal office at 312 Stuart Street, Boston, MA 02116 (the “Holder”).
