DATREK MILLER INTERNATIONAL, INC. A Florida Corporation REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2005 • Datrek Miller International, Inc. • Sporting & athletic goods, nec • Florida
THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 18, 2005 (the “Agreement”), is entered into by and among Datrek Miller International, Inc., a Florida corporation (the “Company”), and Stanford International Bank Ltd., a corporation organized under the laws of Antigua and Barbuda (the “Investor”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement (as hereinafter defined).
WARRANT ASSIGNMENTWarrant Assignment Agreement • July 21st, 2005 • Datrek Miller International, Inc. • Sporting & athletic goods, nec • Florida
THIS WARRANT ASSIGNMENT AGREEMENT, dated as of July 18, 2005 (the “Agreement”), is entered into by and among Stanford International Bank Ltd., corporation organized under the laws of Antigua and Barbuda (“Stanford”), Daniel T. Bogar (“Bogar”), Ronald M. Stein (“Stein”), William M. Fusselmann (“Fusselmann”) and Osvaldo Pi (“Pi” and together with Bogar, Stein and Fusselmann each an “Assignee” and collectively the “Assignees”).
NEITHER THIS WARRANT NOR THE WARRANT STOCK (AS HEREINAFTER DEFINED) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE WARRANT STOCK MAY BE TRANSFERRED ONLY IN...Warrant Agreement • July 21st, 2005 • Datrek Miller International, Inc. • Sporting & athletic goods, nec • Florida
FOR VALUE RECEIVED, DATREK MILLER INTERNATIONAL, INC., a Florida corporation (the “Company”), hereby certifies that Stanford International Bank Ltd. (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company up to Six Hundred Thousand (600,000) shares of common stock (the “Common Shares”), par value $0.001 per share (“Common Stock”), of the Company at an exercise price per Common Share equal to the par value now or hereafter per Common Share as the same may be changed as a result of a reverse split, a split or reclassification (the “Exercise Price”), during the period commencing July 18, 2005 and expiring at 5:00 P.M., Eastern Standard time, on July 17, 2010 (5 years from the date of issuance).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 21st, 2005 • Datrek Miller International, Inc. • Sporting & athletic goods, nec • Florida
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 18, 2005, among Datrek Miller International, Inc., a Florida corporation (the “Company”), and Stanford International Bank Ltd., a corporation organized under the laws of Antigua and Barbuda (the “Purchaser”).
