0001144204-08-000535 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2008 • Marine Park Holdings, Inc. • Construction - special trade contractors

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 27, 2007, between Marine Park Holdings, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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FORM OF SERIES J-A COMMON STOCK PURCHASE WARRANT MARINE PARK HOLDINGS, INC.
Security Agreement • January 4th, 2008 • Marine Park Holdings, Inc. • Construction - special trade contractors

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Marine Park Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of 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).

FORM OF SERIES J COMMON STOCK PURCHASE WARRANT MARINE PARK HOLDINGS, INC.
Securities Agreement • January 4th, 2008 • Marine Park Holdings, Inc. • Construction - special trade contractors

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 the first year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Marine Park Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of 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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 4th, 2008 • Marine Park Holdings, Inc. • Construction - special trade contractors • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2007, between Marine Park Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

RETURN TO TREASURY AGREEMENT
Return to Treasury Agreement • January 4th, 2008 • Marine Park Holdings, Inc. • Construction - special trade contractors

MARINE PARK HOLDINGS, INC., a corporation formed pursuant to the laws of the State of Delaware and having an office for business at 850 Third Avenue, Suite 1801, New York, New York 10022 (the “Company”)

RETURN TO TREASURY AGREEMENT
Return to Treasury Agreement • January 4th, 2008 • Marine Park Holdings, Inc. • Construction - special trade contractors

MARINE PARK HOLDINGS, INC., a corporation formed pursuant to the laws of the State of Delaware and having an office for business at 850 Third Avenue, Suite 1801, New York, New York 10022 (the “Company”)

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • January 4th, 2008 • Marine Park Holdings, Inc. • Construction - special trade contractors • New York

MARINE PARK HOLDINGS, INC., a corporation formed pursuant to the laws of the State of Delaware and having an office for business at 850 Third Avenue, Suite 1801, New York, New York 10022 (“Marine Park”)

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