REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 22nd, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 17, 2007, between Zealous Trading Group, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
5% SENIOR SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 17, 2008Atlantic Syndication Network Inc • October 22nd, 2007 • Services-allied to motion picture production • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 5% Senior Secured Convertible Debentures of Zealous Trading Group, Inc., a Nevada corporation, (the “Company”), having its principal place of business at _____________________________, designated as its 5% Senior Secured Convertible Debenture due October 17, 2008 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • October 22nd, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production • New York
This SECURITY AGREEMENT, dated as of October 17, 2007 (this “Agreement”), is among Zealous Trading Group, Inc., a Nevada corporation (the “Company”), ASNI II, Inc., a Delaware corporation (“ASNI”), Zealous Holdings, Inc., a Delaware corporation (the “Guarantor” and together with the Company, the “Debtors”) and the holders of the Company’s 5% Senior Secured Convertible Debentures due October 17, 2008 and issued on October 17, 2007 in the original aggregate principal amount of $6,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SERIES B COMMON STOCK PURCHASE WARRANT ZEALOUS TRADING GROUP, INC.Atlantic Syndication Network Inc • October 22nd, 2007 • Services-allied to motion picture production
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 earlier of (i) Authorized Share Approval or (ii) the 18th month anniversary of the Issue Date (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 Zealous Trading Group, Inc., a Nevada corporation (the “Company”), up to ______ 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 • October 22nd, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 17, 2007 between Zealous Trading Group, Inc., 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”).
COMMON STOCK PURCHASE WARRANT ZEALOUS TRADING GROUP, INC.Atlantic Syndication Network Inc • October 22nd, 2007 • Services-allied to motion picture production • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________limited partnership (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 October 5, 2007 (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 Zealous Trading Group, Inc., a Nevada corporation (the “Company”), 5,000,000 shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “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).
GUARANTEEGuarantee • October 22nd, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production • New York
GUARANTEE, dated as of October 17, 2007 (this “Guarantee”), made by Zealous Holdings, Inc., a Delaware corporation (the “Guarantor”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Zealous Trading Group, Inc., a Nevada corporation (the “Company”) and the Purchasers.
SECURITY AGREEMENTSecurity Agreement • October 22nd, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production • New York
Security Agreement (the “Agreement”) dated October 5, 2007 made by Zealous Trading Group, Inc., a Nevada corporation (“Debtor”), in favor of _______________ a ______ limited partnership (the “Secured Party”).
