0001140361-08-006732 Sample Contracts

Contract
Warrant Agreement • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • 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 FEBRUARY 25, 2008, 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.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2008, by and among Admiralty Holding Company, a Colorado corporation with its headquarters located at 3455 Peachtree Road, Suite 560, Atlanta, GA 30326 (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 AGREEMENT
Security Agreement • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York

SECURITY AGREEMENT (this “Agreement”), dated as of February 25, 2008, by and among Admiralty Holding Corporation, a Colorado corporation (“Parent”), Admiralty Corporation, a Georgia corporation and Admiralty Marine Operations, Ltd., a Bahamas corporation (collectively the “Subsidiary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of February 25, 2008, by and among Admiralty Holding Company, a Colorado corporation (“Parent”), Admiralty Corporation, a Georgia corporation and Admiralty Marine Operations, Ltd., a Bahamas corporation (collectively the “Subsidiary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 25, 2008, by and among Admiralty Holding Company, a Colorado corporation, with headquarters located at 3455 Peachtree Road, Suite 560, Atlanta, GA 30326 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

SUBSIDIARY GUARANTY
Subsidiary Guaranty • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York

THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of February 25, 2008, among Admiralty Holding Company, a Colorado corporation (the “Company”), Admiralty Corporation, a Georgia corporation and Admiralty Marine Operations, Ltd., a Bahamas corporation (individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).

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