WARRANT TO PURCHASE COMMON STOCKAHPC Holdings, Inc. • June 26th, 2006 • Wholesale-miscellaneous nondurable goods • California
THIS WARRANT CERTIFIES THAT for value received, _________________ or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from AHPC Holdings, Inc., a Maryland corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, par value $0.01 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 Subscription Agreement dated as of June 20, 2006, by and among the Company, Holder and the other parties therein named (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2006 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods • California
This Registration Rights Agreement (this "Agreement") is dated as of June 20, 2006, between Monarch Pointe Fund, Ltd. ("Monarch"), Mercator Momentum Fund, L.P. ("MMF"), Mercator Momentum Fund III, L.P. ("MMF III") and M.A.G. Capital, LLC ("MAG" and, together with Monarch, MMF and MMF III, referred to individually as a "Holder" and collectively as the "Holders"), and AHPC Holdings, Inc., a Maryland corporation (the "Company").
AHPC Holdings, Inc. Shares of Series B Convertible Preferred Stock and Common Stock Warrants SUBSCRIPTION AGREEMENTAHPC Holdings, Inc. • June 26th, 2006 • Wholesale-miscellaneous nondurable goods • California
AHPC Holdings, Inc., a Maryland corporation (the "Company"), hereby confirms its agreement with Monarch Pointe Fund, Ltd. ("Monarch"), Mercator Momentum Fund, L.P. ("MMF"), Mercator Momentum Fund III, L.P. ("MMF III" and, together with Monarch and MMF, the "Purchasers") and M.A.G. Capital, LLC ("MAG"), as set forth below.
