Exhibit 7.2 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • July 2nd, 2004 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
ARTICLE I FACILITIESAdministrative Services Agreement • March 30th, 2000 • Hollywood Partners Com Inc • Services-business services, nec • California
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR...Common Stock Purchase Warrant • April 14th, 2004 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
AGREEMENT ---------Consulting Agreement • February 20th, 2002 • Hollywood Partners Com Inc • Services-business services, nec • California
RECITALSCommon Stock Purchase Agreement • February 11th, 2004 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF SHARE EXCHANGEShare Exchange Agreement • July 15th, 2004 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") is made by and between HOLLYWOOD PARTNERS.COM, INC., a Delaware Corporation ("Company") and JOHN COPPOLINO, an individual ("Executive"), as of October 1, 2000 (the "Effective Date"), who agree as...Employment Agreement • April 17th, 2001 • Hollywood Partners Com Inc • Services-business services, nec • California
Any and all bonus payments shall be in the discretion of the Board. The Company shall establish a written bonus plan applicable to Employee, and he shall be entitled to receive bonus 1Employment Agreement • March 31st, 2000 • Hollywood Partners Com Inc • Services-business services, nec • California
Exhibit 5.9 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • April 26th, 2004 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
AGREEMENT FOR STRATEGIC ALLIANCEStrategic Alliance Agreement • April 14th, 2004 • Universal Guardian Holdings Inc • Services-business services, nec • California
AGREEMENT ---------Consulting Agreement • February 20th, 2002 • Hollywood Partners Com Inc • Services-business services, nec • California
EXHIBIT 10.1 ------------ EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is made and entered into this 30th day of November 2001, between NIKOLAS KONSTANT (hereinafter referred to as "Employee") and HOLLYWOOD PARTNERS.COM, INC., a Delaware...Employment Agreement • December 12th, 2001 • Hollywood Partners Com Inc • Services-business services, nec • California
RECITALDistribution Agreement • March 30th, 2000 • Hollywood Partners Com Inc • Services-business services, nec • California
CONSULTING AGREEMENT THIS AGREEMENT ("Agreement") is made by and between HOLLYWOOD PARTNERS.COM, INC., a Delaware Corporation ("Company") and MARK BEYCHOK, an individual ("Consultant"), as of October 1, 2000 (the "Effective Date"), who agree as...Consulting Agreement • April 17th, 2001 • Hollywood Partners Com Inc • Services-business services, nec • California
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR...Common Stock Purchase Warrant • April 14th, 2004 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • California
THIS WARRANT CERTIFIES THAT for value received, Mercator Advisory Group, LLC or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Universal Guardian Holdings, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of the date hereof, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
Exhibit 4.2 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • February 11th, 2004 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
RECITALSCommon Stock Purchase Agreement • July 2nd, 2004 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
RECITALSCommon Stock Purchase Agreement • April 14th, 2004 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
ContractWarrant Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO UNIVERSAL GUARDIAN HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2007 • Universal Guardian Holdings Inc • Services-business services, nec • California
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is entered into and made effective this 18th day of April, 2007 (the “Effective Date”), by and between Universal Guardian Holdings, Inc., a Delaware corporation (the “Company”), and Kevin Westcott, an individual residing in Newport Beach, California (the “Executive”). The Company and Executive are each referred to herein as a “Party” and, together, as the “Parties.”
UNIVERSAL GUARDIAN HOLDINGS, INC.Securities Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec
THIS DEBENTURE of UNIVERSAL GUARDIAN HOLDINGS, INC., a corporation organized under the laws of Delaware (the “Company”), is designated as its 12% Convertible Debenture due on the Maturity Date in the aggregate principal amount of One Hundred Thousand Dollars ($100,000) and is part of a total issue of an aggregate of $500,000 principal amount of debentures (collectively, the “Debentures”). Interest on this Debenture is payable at a 12% six month rate (24% annual rate) pursuant to California Corporate Code §§ 25118(b) and (f) and is payable upon payment of principal whether at maturity or otherwise.
PREAMBLEExclusive License • April 26th, 2004 • Universal Guardian Holdings Inc • Services-business services, nec
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF ECI AND THE STOCKHOLDERSShare Exchange Agreement • April 14th, 2004 • Universal Guardian Holdings Inc • Services-business services, nec • California
DATED: 16 JUNE 2004 SECURE RISKS LIMITED (1) and JOHN CHASE (2) SERVICE AGREEMENT Mishcon de Reya Summit House London WC1R 4QD Tel: 020 7440 7000 Fax: 020 7404 5982 Ref: 65/JCB/SMLService Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2006 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of June 20, 2006 (this “Agreement”), is made by and among Universal Guardian Holdings, Inc., a Delaware corporation (the “Company”), with headquarters located at 4695 MacArthur Court, Suite 300, Newport Beach, California, 92660, and the investors named on the signature pages hereto (each of whom is hereinafter referred to as an “Initial Investor” and all of whom collectively are hereinafter referred to as the “Initial Investors”).
EXHIBIT C to Subscription Agreement REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • California
AGREEMENT dated as of February 7, 2005, between MERCATOR MOMENTUM FUND, L.P. and MONARCH POINTE FUND, LTD. (collectively, the “Funds”) and MERCATOR ADVISORY GROUP, LLC (“MAG”) (the Funds and MAG are referred to individually as a “Holder” and collectively as the “Holders”), and Universal Guardian Holdings, Inc., a Delaware corporation (the “Company”).
SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATIONShare Exchange Agreement • October 3rd, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • California
This SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made effective this 31st day of August, 2005, is entered into by and among Universal Guardian Holdings, Inc., a publicly-held Delaware corporation (“Public Company”), ISR Systems, Inc., a wholly owned subsidiary of Public Company (“ISR”), the stockholders of MeiDa Information Technology, Ltd., a Hong Kong corporation (“Company”) identified on Schedule I (the “Selling Stockholders”) and the Company. Public Company, ISR, Selling Stockholders and Company are sometimes referred to herein as a “party” and, collectively, as the “parties”.
AGREEMENT FOR INDEPENDENT CONTRACTORIndependent Contractor Agreement • October 9th, 2007 • Universal Guardian Holdings Inc • Services-business services, nec • California
This AGREEMENT FOR INDEPENDENT CONTRACTOR (this “Agreement”), dated as of May ___, 2007 (the “Effective Date”), is entered into by and between Universal Guardian Holdings, Inc., a Delaware corporation (the “Company”), and Kevin Pickard (the “Consultant”). The Company and Consultant are each referred to herein as a “Party” and, together, as the “Parties.”
CONVERTIBLE BRIDGE LOAN TERMINATION AND CONVERSION OF DEBT AGREEMENTConvertible Bridge Loan Termination and Conversion of Debt Agreement • April 14th, 2004 • Universal Guardian Holdings Inc • Services-business services, nec • Illinois
WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • July 28th, 2006 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
THIS WARRANT CERTIFIES THAT for value received, _____________________________ or his registered assigns (hereinafter called the “Holder”) is entitled to purchase from Universal Guardian Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 25th, 2006 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of December 14, 2005 (the “Effective Date”) by and between Universal Guardian Holdings, Inc., a Delaware corporation (the “Company”), and the purchaser whose name and address are set forth on the signature page hereto (“Purchaser”).
ContractWarrant Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO UNIVERSAL GUARDIAN HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
CONSULTING AGREEMENTConsulting Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • California
This Consulting Agreement (“Agreement”) is entered into and effective on December 1, 2004 (“Effective Date”), by and between William C. Lowe (“Consultant”) and Universal Guardian Holdings, Inc., a Delaware corporation (“UGHO”) with reference to the following facts:
Universal Guardian Holdings, Inc. Shares of Series B Convertible Preferred Stock and Common Stock Warrants SUBSCRIPTION AGREEMENTSubscription Agreement • October 3rd, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • California
Universal Guardian Holdings, Inc. a Delaware corporation (the "Company"), hereby confirms its agreement with Mercator Momentum Fund III, LP, and Monarch Pointe Fund, Ltd. (collectively, the "Purchasers") and M.A.G. CAPITAL, LLC (“MAG”), as set forth below.
