SECURITY AGREEMENTSecurity Agreement • April 15th, 2008 • Marshall Holdings International, Inc. • Services-business services, nec • New York
SECURITY AGREEMENT, dated as of October 31, 2007 (this “Agreement”), among D.L. Claire Capital, Inc. (“D.L. Claire”) and Marshall Holdings International, Inc. (the “Debtor”) and the holder or holders of the 12% Notes due May 1, 2008 in the original aggregate principal amount of $650,000 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT To Purchase 1,200,063 Shares of Common Stock of MARSHALL HOLDINGS INTERNATIONAL, INC.Security Agreement • April 15th, 2008 • Marshall Holdings International, Inc. • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CAMOFI Master LDC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on October 31, 2012, the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Marshall Holdings International, Inc., a Nevada corporation (the “Company”), 1,200,063 shares (the “Warrant Shares”) of Common Stock, $0.001 par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT To Purchase 424,936 Shares of Common Stock of MARSHALL HOLDINGS INTERNATIONAL, INC.Security Agreement • April 15th, 2008 • Marshall Holdings International, Inc. • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CAMHZN Master LDC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on October 31, 2012, the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Marshall Holdings International, Inc., a Nevada corporation (the “Company”), 424,936 shares (the “Warrant Shares”) of Common Stock, $0.001 par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY INTEREST AND PLEDGE AGREEMENTSecurity Interest and Pledge Agreement • April 15th, 2008 • Marshall Holdings International, Inc. • Services-business services, nec • New York
SECURITY INTEREST AND PLEDGE AGREEMENT (“Pledge Agreement”) dated as of October 31, 2007 by and among CAMOFI Master LDC and CAMHZN Master LDC (collectively, “Secured Parties”), D. L. Claire Capital, Inc., a Delaware corporation with its principal business address at 60 East 42nd Street, Suite 3405, New York, New York 10165 (the “Company” or the “Debtor”), Marshall Holdings International, Inc., a Nevada corporation with its principal business address at 2555 East Washburn Road, North Las Vegas, Nevada 89081 (“MHII”) and Richard A. Bailey, Florian R. Ternes, and Neptune Communications, Inc., a Nevada corporation.
ContractSecured Promissory Note • April 15th, 2008 • Marshall Holdings International, Inc. • Services-business services, nec
MHII GUARANTEEGuarantee • April 15th, 2008 • Marshall Holdings International, Inc. • Services-business services, nec • New York
MHII GUARANTEE, dated as of October 31, 2007, made by Marshall Holdings International, Inc., with its principal place of business at 2555 East Washburn Road, North Las Vegas, Nevada 89081 (the “Guarantor”), in favor of the Purchasers signatories (the “Purchasers”) to that certain Purchase Agreement, dated as of the date hereof, between D. L. Claire Capital, Inc., a Delaware corporation with its principal business address at 60 East 42nd Street, Suite 3405 (the “Company”) and the Purchasers.
GUARANTEEGuarantee • April 15th, 2008 • Marshall Holdings International, Inc. • Services-business services, nec • New York
GUARANTEE, dated as of October 31, 2007, made by David Fuselier, an individual residing at 30 Hearthstone Drive, Brookfield, CT 06804 (the “Guarantor”), in favor of the Purchasers signatories (the “Purchasers”) to that certain Purchase Agreement, dated as of the date hereof, between D. L. Claire Capital, Inc., a Delaware corporation with its principal business address at 60 East 42nd Street, Suite 3405, New York, New York 10165 (the “Company”) and the Purchasers.
PURCHASE AGREEMENTPurchase Agreement • April 15th, 2008 • Marshall Holdings International, Inc. • Services-business services, nec • New York
THIS PURCHASE AGREEMENT, dated as of October 31, 2007, is entered into by and among D. L. Claire Capital, Inc., a Delaware corporation with headquarters located at 60 East 42nd Street, Suite 3405, New York, New York 10165 (the “Company”), Marshall Holdings International, Inc., a Nevada corporation with headquarters located at 2555 East Washburn Road, North Las Vegas, Nevada 89081 (“MHII”), and CAMOFI Master LDC and any additional purchasers whose signatures appear at the conclusion of this agreement (collectively, the “Purchaser”).
