STOCK PURCHASE WARRANTMidnight Holdings Group Inc • December 20th, 2007 • Services-automotive repair, services & parking • New York
THIS CERTIFIES THAT, for value received, AJW Offshore, Ltd. or its registered assigns, is entitled to purchase from Midnight Holdings Group, Inc., a Delaware corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 445,590 fully paid and nonassessable shares of the Company’s Common Stock, par value $.00005 per share (the “Common Stock”), at an exercise price per share equal to $.08 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. The term “Warrants” means this Warrant and the other warrants issued pursuant to that certain Securities Purchase Agreement, dated October 19, 2007, by and among the Company and the Buyers listed on the execution page thereof (the “Securities Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 15, 2007, and among Midnight Holdings Group, Inc., a Delaware corporation with its headquarters located at 22600 Hall Road, Suite 205, Clinton Township, MI 48036 (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 20th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
SECURITY AGREEMENT (this “Agreement”), dated as of October 15, 2007, by and among Midnight Holdings Group, Inc., a Delaware 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 20th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of November 6, 2007, by and among Midnight Holdings Group, Inc., a Delaware 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 20th, 2007 • Midnight Holdings Group Inc • Services-automotive repair, services & parking • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 15, 2007, by and among Midnight Holdings Group, Inc., a Delaware corporation, with headquarters located at 22600 Hall Road, Suite 205, Clinton Township, MI 48036 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
