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”.
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.
FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATIONShare Exchange Agreement and Plan of Reorganization • October 3rd, 2005 • Universal Guardian Holdings Inc • Services-business services, nec
This FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION (the “Amendment”) is entered into effective the 12th day of September, 2005, 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”) , and the stockholders of Company identified on Schedule I to the Share Exchange Agreement as defined below. Public Company, ISR, Selling Stockholders and Company are sometimes referred to herein as a “party” and, collectively, as the “parties”.
EXHIBIT B to Subscription Agreement REGISTRATION RIGHTS AGREEMENTSubscription Agreement • October 3rd, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • California
AGREEMENT dated as of August 16, 2005, between MERCATOR MOMENTUM FUND III, L.P, MONARCH POINTE FUND, LTD. (collectively, the “Funds”) and M.A.G. Capital, 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”).
