ContractMotivNation, Inc. • December 15th, 2005 • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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 NOVEMBER 30, 2005, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2005 • MotivNation, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 30, 2005, by and among Motivnation, Inc., a Nevada corporation with its headquarters located at 18101 Von Karman Avenue, Suite 330, Irvine, CA 92612 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • December 15th, 2005 • MotivNation, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
SECURITY AGREEMENT (this “Agreement”), dated as of November 30, 2005, by and among Motivnation, Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 15th, 2005 • MotivNation, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement" dated as of November 30, 2005, by and among Motivnation, Inc., a Nevada corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 15th, 2005 • MotivNation, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 30, 2005, by and among Motivnation, Inc., a Nevada corporation, with headquarters located at 18101 Von Karman Avenue, Suite 330, Irvine, CA 92612 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
