WARRANT TO PURCHASE COMMON STOCKUniversal 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.
ContractUniversal Guardian Holdings Inc • February 15th, 2005 • Services-business services, nec • Delaware
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO UNIVERSAL GUARDIAN HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • California
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is entered into and made effective this 1st day of October, 2004 (the “Effective Date”), by and between Universal Guardian Holdings, Inc., a Delaware corporation (the “Company”), and Michael J. Skellern, a natural person residing in Newport Coast, California (the “Executive”). The Company and Executive are each referred to herein as a “Party” and, together, as the “Parties.”
UNIVERSAL GUARDIAN HOLDINGS, INC.Universal Guardian Holdings Inc • February 15th, 2005 • Services-business services, nec
THIS DEBENTURE of UNIVERSAL GUARDIAN HOLDINGS, INC., a corporation organized under the laws of Delaware (the “Company”), is designated as its 12% Convertible Debenture due on the Maturity Date in the aggregate principal amount of One Hundred Thousand Dollars ($100,000) and is part of a total issue of an aggregate of $500,000 principal amount of debentures (collectively, the “Debentures”). Interest on this Debenture is payable at a 12% six month rate (24% annual rate) pursuant to California Corporate Code §§ 25118(b) and (f) and is payable upon payment of principal whether at maturity or otherwise.
DATED: 16 JUNE 2004 SECURE RISKS LIMITED (1) and JOHN CHASE (2) SERVICE AGREEMENT Mishcon de Reya Summit House London WC1R 4QD Tel: 020 7440 7000 Fax: 020 7404 5982 Ref: 65/JCB/SMLService Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec
EXHIBIT C to Subscription Agreement REGISTRATION RIGHTS AGREEMENTSubscription Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • California
AGREEMENT dated as of February 7, 2005, between MERCATOR MOMENTUM FUND, L.P. and MONARCH POINTE FUND, LTD. (collectively, the “Funds”) and MERCATOR ADVISORY GROUP, LLC (“MAG”) (the Funds and MAG are referred to individually as a “Holder” and collectively as the “Holders”), and Universal Guardian Holdings, Inc., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of January 4, 2005 (the “Effective Date”) by and between Universal Guardian Holdings, Inc., a Delaware corporation (the “Company”), and the purchaser whose name and address are set forth on the signature page hereto (“Purchaser”).
ContractUniversal Guardian Holdings Inc • February 15th, 2005 • Services-business services, nec • Delaware
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO UNIVERSAL GUARDIAN HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
CONSULTING AGREEMENTConsulting Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • California
This Consulting Agreement (“Agreement”) is entered into and effective on December 1, 2004 (“Effective Date”), by and between William C. Lowe (“Consultant”) and Universal Guardian Holdings, Inc., a Delaware corporation (“UGHO”) with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • California
This Employment Agreement (the “Agreement”) is entered into as of August 1, 2004 (the “Effective Date”) by and between William M. Glanton (the “Executive”) and Secure Risks Limited, a wholly owned subsidiary of Universal Guardian Holdings, Inc., (the “Company”).
UNIVERSAL GUARDIAN HOLDINGS INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • California
The undersigned, Universal Guardian Holdings Inc. (the “Company”), hereby agrees with Hunter World Markets, Inc. (“Hunter”) as follows:
Universal Guardian Holdings, Inc. Common Stock and Common Stock Warrants SUBSCRIPTION AGREEMENTSubscription Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • California
Universal Guardian Holdings, Inc. a Delaware corporation (the "Company"), hereby confirms its agreement with Mercator Momentum Fund, L.P. and Monarch Pointe Fund, Ltd. (collectively, the "Purchasers") and Mercator Advisory Group, LLC (“MAG”), as set forth below.
EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • England and Wales
This Employment Agreement (the “Agreement”) is entered into on June 1, 2004 by and between Michael J. Stannard (the “Executive”) and Secure Risk Ltd., a limited liability company, registered in England and Wales, whose registered office is at 36 Alie Street, London E1 8DA United Kingdom, (“Company”), a wholly owned subsidiary of Universal Guardian Holdings, Inc., (the “Parent”) whose registered address is 3001 Redhill Avenue, Building 4, Suites 21-226, Costa Mesa, CA 92626 USA, with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2005 • Universal Guardian Holdings Inc • Services-business services, nec • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 15st day of June, 2004, by and between Universal Guardian Holdings. Inc., a Delaware corporation (the “Company”) and Marian Barcikowski (the “Executive”). The Company and Executive are referred to herein as a “Party” and, collectively, as the “Parties.”
