REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2006 • Moventis Capital, Inc. • Services-business services, nec • British Columbia
This Registration Rights Agreement (this "Agreement") is made and entered into as of November 3, 2006, by and among Moventis Capital, Inc., a Delaware corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Common Shares Purchase Warrant • November 13th, 2006 • Moventis Capital, Inc. • Services-business services, nec • Delaware
THIS COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Steve Pasquan (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 anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Moventis Capital, Inc., a Delaware corporation (the “Company”), up to 125,000 (the “Warrant Shares”) of Common Shares, $0.001 par value per share (“Common Shares”). The purchase price of one share of Common Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b). This Warrant is being issued in connection with the sale of convertible secured debentures to the Holder.
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Common Shares Purchase Warrant • November 13th, 2006 • Moventis Capital, Inc. • Services-business services, nec • Delaware
THIS COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, FWP Acquisition Corp. (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 anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Moventis Capital, Inc., a Delaware corporation (the “Company”), up to 600,000 (the “Warrant Shares”) of Common Shares, $0.001 par value per share (“Common Shares”). The purchase price of one share of Common Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b). This Warrant is being issued in connection with the sale of a promissory note to the Holder.
moventis capital, inc. private placement agreement U.S. EntitiesPrivate Placement Agreement • November 13th, 2006 • Moventis Capital, Inc. • Services-business services, nec
To subscribe for Units to be issued by the Company which are comprised of (i) one share of the Company’s $.001 par value common stock and (ii) a warrant which will enable you to acquire from the Company for a period of six (6) months following the date your subscription is accepted by the Company one share of the Company’s $.001 par value common stock at a purchase price of $.50 per share (a “Warrant”) (the “Units”), you must complete the enclosed Subscription Agreement and the Purchaser Suitability Questionnaire.
