Exhibit 4.14 ESCROW AGREEMENT ESCROW AGREEMENT (the "Escrow Agreement") made as of the 27th day of April, 2004, by and among Redox Technology Corporation, a Delaware corporation (the "Company"), the Purchasers listed on Schedule A attached hereto...Escrow Agreement • June 4th, 2004 • Redox Technology Corp • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY...Warrant Agreement • January 24th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 15,...Warrant Agreement • September 11th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
Exhibit 10.46 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of December 11, 2006, by and among Midnight Holdings Group, Inc., a Delaware corporation, with headquarters located at 22600 Hall Road, Suite 205,...Securities Purchase Agreement • March 28th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
EX-10.7 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of January 18, 2007, and among Midnight Holdings Group, Inc., a Delaware corporation with its headquarters located at 22600 Hall Road, Suite 205, Clinton...Registration Rights Agreement • January 24th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
OFOperating Agreement • November 7th, 2006 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • Michigan
Page 1 of 13 License Agreement THIS AGREEMENT is made as of and effective from the 12th day of December, 2000. BETWEEN: 1) Nick A. Msscia 135 Firststreet 2H Keyport, New Jersey 07735 2) Amit Kumar Singh 509 Shipra Apt. Kaushambhi Ghaciahad Dist. Uttar...License Agreement • April 5th, 2001 • Redox Technology Corp • Miscellaneous electrical machinery, equipment & supplies • Texas
Exhibit 10.40 SECURITY AGREEMENT SECURITY AGREEMENT (this "AGREEMENT"), dated as of August 15, 2007, by and among Midnight Holdings Group, Inc., a Delaware corporation ("COMPANY"), and the secured parties signatory hereto and their respective...Security Agreement • September 11th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
2 3 for so long as he/she is duly elected or appointed or until such time as he/she tenders his/her resignation in writing or is removed as a director and/or officer. However, nothing contained in this Agreement shall be construed as giving Indemnitee...Indemnification Agreement • August 23rd, 2000 • Redox Technology Corp • Investors, nec • Delaware
Exhibit 10.8 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement dated as of March 30, 2007 (the "Assignment/Assumption") is entered into by Elite Automotive Group, LLC (the "Seller"), in favor of All Night Auto of Oklahoma,...Assignment and Assumption Agreement • September 11th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • Michigan
GUARANTYGuaranty • November 7th, 2006 • Midnight Holdings Group Inc • Services-automotive repair, services & parking
Exhibit 4.11 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of April 27, 2004, by and among Redox Technology Corporation, a Delaware corporation ("Company"), and the secured parties signatory hereto and their respective endorsees,...Security Agreement • June 4th, 2004 • Redox Technology Corp • Miscellaneous electrical machinery, equipment & supplies • New York
CONFIDENTIAL TREATMENT REQUEST [ * ] INDICATES INFORMATION THAT HAS BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST AND THIS INFORMATION HAS BEEN FILED UNDER SEPARATE COVER WITH THE COMMISSION. Date: September 10, 2004 Mr. Nick Cocco...Letter Agreement • November 17th, 2006 • Midnight Holdings Group Inc • Services-automotive repair, services & parking
AND \Employment Agreement • January 24th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • Michigan
Exhibit 10.21 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT made and entered into as of this 30th day of March, 2007 by and between MIDNIGHT AUTO FRANCHISE CORP., a Michigan corporation (hereinafter called "MAFC") and ALL NIGHT AUTO OF NAPERVILLE, INC....Sublease Agreement • September 11th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of May 8, 2006, by and among Midnight Auto Holdings, Inc., a Delaware corporation, with headquarters located at 3872 Rochester Road, Troy, MI 48083 (the...Securities Purchase Agreement • May 16th, 2006 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 4,...Warrant Agreement • March 28th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
Exhibit 10.36 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of October 16, 2006, by and among Midnight Holdings Group, Inc., a Delaware corporation, with headquarters located at 22600 Hall Road, Suite 205,...Securities Purchase Agreement • March 28th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
Exhibit 10.45 Confidential Treatment Request [*] indicates information that has been omitted pursuant to a confidential treatment request and this information has been filed under separate cover with the Commission. STANDARD LEASE AGREEMENT (1) THIS...Lease Agreement • November 17th, 2006 • Midnight Holdings Group Inc • Services-automotive repair, services & parking
i) "INVESTORS" means the Initial Investors and any transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 9 hereof.Registration Rights Agreement • March 28th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
ANDEmployment Agreement • January 24th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • Michigan
EXECUTION COPY CONSULTING AGREEMENT, dated as of April 3, 2006 (the "AGREEMENT"), between Midnight Holdings Group, Inc., a Delaware corporation (the "CORPORATION"), and Russell Bailey (the "CONSULTANT")....Consulting Agreement • April 3rd, 2006 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
Exhibit 10.29 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of June 15, 2007, by and among Midnight Holdings Group, Inc., a Delaware corporation, with headquarters located at 22600 Hall Road, Suite 205,...Securities Purchase Agreement • September 11th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
SUBLEASE --------Sublease • November 7th, 2006 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • Michigan
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March 28, 2007, and among Midnight Holdings Group, Inc., a Delaware corporation with its headquarters located at 22600 Hall Road, Suite 205,...Registration Rights Agreement • September 11th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
STOCK PURCHASE WARRANTWarrant Agreement • December 20th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
THIS CERTIFIES THAT, for value received, AJW Offshore, Ltd. or its registered assigns, is entitled to purchase from Midnight Holdings Group, Inc., a Delaware corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 445,590 fully paid and nonassessable shares of the Company’s Common Stock, par value $.00005 per share (the “Common Stock”), at an exercise price per share equal to $.08 (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 4 hereof. The term “Warrants” means this Warrant and the other warrants issued pursuant to that certain Securities Purchase Agreement, dated October 19, 2007, by and among the Company and the Buyers listed on the execution page thereof (the “Securities Purchase Agreement”).
EX-10.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of August 15 and among Midnight Holdings Group, Inc., a Delaware corporation with its headquarters located at 22600 Hall Road, Suite 205, Clinton...Registration Rights Agreement • August 21st, 2006 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
WITNESSETH:Security Agreement • September 11th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
WITNESSETH:Intellectual Property Security Agreement • September 11th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
OPTION AGREEMENT This Option Agreement is entered into as of this 20th day of October 2006, by and between Bloomington Center Associates ("BCA"), a Michigan limited liability company and Midnight Auto Franchise Corporation, a Michigan corporation...Option Agreement • November 7th, 2006 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • Michigan
Exhibit 10.60 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of February 13, 2007, and among Midnight Holdings Group, Inc., a Delaware corporation with its headquarters located at 22600 Hall Road, Suite 205,...Registration Rights Agreement • March 28th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
EXHIBIT 10.49 Confidential Treatment Request [*] Indicates information that has been omitted pursuant to a confidential treatment request and this information has been filed under separate cover with the Commission LEASE AGREEMENT THIS LEASE, made as...Lease Agreement • November 17th, 2006 • Midnight Holdings Group Inc • Services-automotive repair, services & parking
ANDFranchise Agreement • November 17th, 2006 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • Illinois
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 15, 2007, and among Midnight Holdings Group, Inc., a Delaware corporation with its headquarters located at 22600 Hall Road, Suite 205, Clinton Township, MI 48036 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • December 20th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
SECURITY AGREEMENT (this “Agreement”), dated as of October 15, 2007, by and among Midnight Holdings Group, Inc., a Delaware corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
