Common Contracts

42 similar null contracts by M Wave Inc, Universal Guardian Holdings Inc, Invisa Inc, others

WARRANT TO PURCHASE COMMON STOCK
Medical Discoveries Inc • October 26th, 2007 • Pharmaceutical preparations • California

THIS WARRANT CERTIFIES THAT for value received, _________________________, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Medical Discoveris, Inc., a Utah corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, no par value (the “Common Stock”) of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Release and Settlement Agreement dated as of October 17, 2007, by and among the Company, Holder and the other parties therein named (the “Settlement Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

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WARRANT TO PURCHASE COMMON STOCK
M Wave Inc • July 24th, 2007 • Electronic components, nec • New York

THIS WARRANT CERTIFIES THAT for value received, Asset Managers International Limited, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from SunFuels, Inc., a Colorado corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, no par value (the “Common Stock”) of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of January 26, 2007, by and among the Company and M.A.G. Capital, LLC, Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, the accredited investors signatories thereto, and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
M Wave Inc • July 24th, 2007 • Electronic components, nec • New York

THIS WARRANT CERTIFIES THAT for value received, Monarch Pointe Fund, Ltd, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from SunFuels, Inc., a Colorado corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, no par value (the “Common Stock”) of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of January 26, 2007, by and among the Company and M.A.G. Capital, LLC, Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, the accredited investors signatories thereto, and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Voip Inc • December 13th, 2006 • Telephone & telegraph apparatus • Texas

THIS WARRANT CERTIFIES THAT for value received, [ ] or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from VoIP, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Agreement dated October 18, 2006, between the Company and the Holder.

WARRANT TO PURCHASE COMMON STOCK
Voip Inc • December 13th, 2006 • Telephone & telegraph apparatus • Texas

THIS WARRANT CERTIFIES THAT for value received, [ ] or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from VoIP, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein.

WARRANT TO PURCHASE COMMON STOCK
Diametrics Medical Inc • September 26th, 2006 • Electromedical & electrotherapeutic apparatus • New York

THIS WARRANT CERTIFIES THAT for value received, Ocean Park Advisors, LLC, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Diametrics Medical, Inc., a Minnesota corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, par value $1.00 per share (the “Common Stock”) of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Exercise Agreement dated as of September 20, 2006, by and between the Company and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Diametrics Medical Inc • September 26th, 2006 • Electromedical & electrotherapeutic apparatus • New York

THIS WARRANT CERTIFIES THAT for value received, Ocean Park Advisors, LLC, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Diametrics Medical, Inc., a Minnesota corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, par value $1.00 per share (the “Common Stock”) of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Exercise Agreement dated as of September 20, 2006, by and between the Company and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Universal Guardian Holdings Inc • July 28th, 2006 • Services-business services, nec • Delaware

THIS WARRANT CERTIFIES THAT for value received, _____________________________ or his registered assigns (hereinafter called the “Holder”) is entitled to purchase from Universal Guardian Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Interactive Television Networks • April 25th, 2006 • Television broadcasting stations • New York

THIS WARRANT CERTIFIES THAT for value received, Pentagon Bernini Fund, Ltd. or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Interactive Television Networks, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the warrant price and the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain 16% Secured Convertible Debenture dated as of April 18, 2006 (the “16% Debenture”), by and between the Company and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Universal Guardian Holdings Inc • January 25th, 2006 • Services-business services, nec • California

THIS WARRANT CERTIFIES THAT for value received, Paulson Investment Company, Inc. or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Universal Guardian Holdings, Inc., a Delware corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Interactive Television Networks • December 27th, 2005 • Television broadcasting stations • California

THIS WARRANT CERTIFIES THAT for value received, _____, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Interactive Television Networks, Inc., Nevada corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of December 21 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Spescom Software Inc • October 31st, 2005 • Services-computer integrated systems design • California

THIS WARRANT CERTIFIES THAT for value received, Monarch Pointe Fund, Ltd., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Spescom Software Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of October 25, 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Spescom Software Inc • October 31st, 2005 • Services-computer integrated systems design • California

THIS WARRANT CERTIFIES THAT for value received, , or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Spescom Software Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of October 25, 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Spescom Software Inc • October 31st, 2005 • Services-computer integrated systems design • California

THIS WARRANT CERTIFIES THAT for value received, M.A.G. Capital, LLC, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Spescom Software Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of October 25, 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Invisa Inc • September 6th, 2005 • Industrial instruments for measurement, display, and control • California

THIS WARRANT CERTIFIES THAT for value received, M.A.G. Capital, LLC, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Invisa, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of August 31, 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Invisa Inc • September 6th, 2005 • Industrial instruments for measurement, display, and control • California

THIS WARRANT CERTIFIES THAT for value received, Asset Managers International, Ltd., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Invisa, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of August 31, 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Invisa Inc • September 6th, 2005 • Industrial instruments for measurement, display, and control • California

THIS WARRANT CERTIFIES THAT for value received, Mercator Momentum Fund III, LP, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Invisa, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of August 31, 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Invisa Inc • September 6th, 2005 • Industrial instruments for measurement, display, and control • California

THIS WARRANT CERTIFIES THAT for value received, Monarch Pointe Fund, Ltd., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Invisa, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of August 31, 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
M Wave Inc • August 15th, 2005 • Electronic components, nec • California

THIS WARRANT CERTIFIES THAT for value received, M.A.G. Capital, LLC., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from M-Wave, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with those certain Promissory Notes of even date herewith (the “Notes”), by and between the Company and Mercator Momentum Fund, LP and Monarch Pointe Fund, Ltd. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
M Wave Inc • August 15th, 2005 • Electronic components, nec • California

THIS WARRANT CERTIFIES THAT for value received, Mercator Momentum Fund, LP., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from M-Wave, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Promissory Note of even date herewith (the “Note”), by and between the Company and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
M Wave Inc • August 15th, 2005 • Electronic components, nec • California

THIS WARRANT CERTIFIES THAT for value received, Monarch Pointe Fund, Ltd., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from M-Wave, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Promissory Note of even date herewith (the “Note”), by and between the Company and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
M Wave Inc • August 15th, 2005 • Electronic components, nec • California

THIS WARRANT CERTIFIES THAT for value received, Mercator Momentum Fund III, LP., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from M-Wave, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Promissory Note of even date herewith (the “Note”), by and between the Company and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

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WARRANT TO PURCHASE COMMON STOCK
Global Epoint Inc • May 23rd, 2005 • Refrigeration & service industry machinery • California

THIS WARRANT CERTIFIES THAT for value received, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Global ePoint, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of May 20, 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Rentech Inc /Co/ • April 14th, 2005 • Paints, varnishes, lacquers, enamels & allied prods • California

THIS WARRANT CERTIFIES THAT for value received, Monarch Pointe Fund, Ltd., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Rentech, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of April 8, 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Rentech Inc /Co/ • April 14th, 2005 • Paints, varnishes, lacquers, enamels & allied prods • California

THIS WARRANT CERTIFIES THAT for value received, Mercator Momentum Fund, LP, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Rentech, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of April 8, 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Rentech Inc /Co/ • April 14th, 2005 • Paints, varnishes, lacquers, enamels & allied prods • California

THIS WARRANT CERTIFIES THAT for value received, Pentagon Special Purpose Fund, Ltd. or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Rentech, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of April 8, 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Rentech Inc /Co/ • April 14th, 2005 • Paints, varnishes, lacquers, enamels & allied prods • California

THIS WARRANT CERTIFIES THAT for value received, Mercator Momentum Fund III, LP, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Rentech, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of April 8, 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
M Wave Inc • March 2nd, 2005 • Electronic components, nec • California

THIS WARRANT CERTIFIES THAT for value received, Monarch Pointe Fund, Ltd., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from M-Wave, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Promissory Note of even date herewith (the “Note”), by and between the Company and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
M Wave Inc • March 2nd, 2005 • Electronic components, nec • California

THIS WARRANT CERTIFIES THAT for value received, M.A.G. Capital, LLC., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from M-Wave, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with those certain Promissory Notes of even date herewith (the “Notes”), by and between the Company and Mercator Momentum Fund, LP and Monarch Pointe Fund, Ltd. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
M Wave Inc • March 2nd, 2005 • Electronic components, nec • California

THIS WARRANT CERTIFIES THAT for value received, Mercator Momentum Fund, LP., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from M-Wave, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Promissory Note of even date herewith (the “Note”), by and between the Company and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Universal Guardian Holdings Inc • February 15th, 2005 • Services-business services, nec • California

THIS WARRANT CERTIFIES THAT for value received, Mercator Advisory Group, LLC or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Universal Guardian Holdings, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of the date hereof, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Universal Guardian Holdings Inc • February 15th, 2005 • Services-business services, nec • California

THIS WARRANT CERTIFIES THAT for value received, Mercator Momentum Fund, LP, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Universal Guardian Holdings, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of the date hereof, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Universal Guardian Holdings Inc • February 15th, 2005 • Services-business services, nec • California

THIS WARRANT CERTIFIES THAT for value received, Monarch Pointe Fund, Ltd., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Universal Guardian Holdings, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of the date hereof, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Universal Guardian Holdings Inc • February 15th, 2005 • Services-business services, nec • California

THIS WARRANT CERTIFIES THAT for value received, Mercator Momentum Fund, LP, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Universal Guardian Holdings, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of the date hereof, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

WARRANT TO PURCHASE COMMON STOCK
Universal Guardian Holdings Inc • February 15th, 2005 • Services-business services, nec • California

THIS WARRANT CERTIFIES THAT for value received, Monarch Pointe Fund, Ltd., or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Universal Guardian Holdings, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of the date hereof, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

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