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 10.40 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
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
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
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
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
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
Exhibit 10.34 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 2, 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
RECITALSStock Purchase Agreement • September 11th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking
BILL OF SALEBill of Sale • September 11th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking
RECITALSRestricted Stock Award Agreement • September 11th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • Delaware
WITNESSETHReal Estate Sub-Sublease Agreement • September 11th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking
