Shares (Plus up to ______ Option Shares to cover over-allotments, if any.) MIDAS MEDICI GROUP HOLDINGS, INC. COMMON STOCK, PAR VALUE $.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2010 • Midas Medici Group Holdings, Inc. • Services-management consulting services • New York
Midas Medici Group Holdings, Inc., a Delaware corporation (the "COMPANY"), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in SCHEDULE I hereto (the "UNDERWRITERS"), for whom National Securities Corporation is serving as representative (the "REPRESENTATIVE"), an aggregate of up to [___________] shares (the "FIRM SHARES") of the Company's common stock, par value $.001 per share (the "COMMON STOCK"). If the Representative is the only firm named in SCHEDULE I hereto, then the terms "UNDERWRITERS" and “REPRESENTATIVE," as used herein, shall each be deemed to refer to such firm. The term "UNDERWRITER" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. Notwithstanding the foregoing, in the event that any Underwriter does not purchase the Shares contemplated hereby, the Representative shall be ultima
MIDAS MEDICI GROUP HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2010 • Midas Medici Group Holdings, Inc. • Services-management consulting services • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of _______, 2010, by and among MIDAS MEDICI GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), and each of the undersigned holders of certain warrants to purchase common stock of the Company together with the holder’s qualifying transferees (the “Holders”).
MIDAS MEDICI HOLDINGS, INC. COMMON STOCK PURCHASE WARRANTMidas Medici Group Holdings, Inc. • February 4th, 2010 • Services-management consulting services • New York
MIDAS MEDICI HOLDINGS, INC., a corporation organized under the laws of Delaware (the “Company”), hereby certifies that, for value received, National Securities Corporation with offices at 330 Madison Ave., New York, NY 10017, New York, New York, its transferees, successors and assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time during the Exercise Period (as defined below), _____ [5% of shares purchased in the offering] fully paid and non-assessable shares of the Company’s common stock, par value $0.001 (“Common Stock”) at a price of ____ per share [120% of the offering price] (the “Warrant Exercise Price”). The number and character of such shares of Common Stock and the Warrant Exercise Price (as defined below) issuable upon the exercise of this warrant are subject to adjustment as provided herein.
