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”).
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.
Placement Agent AgreementPlacement Agent Agreement • July 28th, 2006 • Universal Guardian Holdings Inc • Services-business services, nec • Oregon
The undersigned, Universal Guardian Holdings, Inc., a Delaware corporation (the "Company"), hereby agrees with Paulson Investment Company, Inc. ("Paulson" or "Placement Agent") as follows:
WARRANT TO PURCHASE UNITS OF COMMON STOCKWarrant to Purchase Units of Common Stock • July 28th, 2006 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
THIS WARRANT CERTIFIES THAT for value received, _____________________________ or his, her or its 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 Units which consists of two (2) fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Unit Price referenced above (“Unit Warrant”); the number of Shares purchasable upon exercise of the Unit Warrant being subject to adjustment from time to time as described herein. The Unit Warrant shall also include a warrant to purchase one (1) Share of Common Stock at an exercise price of $1.125 per Share (“Share Warrant”). The terms and exercise of the Share Warrant are set forth in that certain form of Share Warrant attached hereto, marked Exhibit “A”.
EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2006 • Universal Guardian Holdings Inc • Services-business services, nec • California
This EMPLOYMENT AGREEMENT (this “Agreement”), is entered into and made effective this 12th day of June, 2006 (the “Effective Date”), by and between Universal Guardian Holdings, Inc., a Delaware corporation (the “Company”), and Keith Winsell, an individual residing in Portland, Oregon (the “Employee”). The Company and Employee are each referred to herein as a “Party” and, together, as the “Parties.”
