REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2008, by and among Admiralty Holding Company, a Colorado corporation with its headquarters located at 3455 Peachtree Road, Suite 560, Atlanta, GA 30326 (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 • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York
SECURITY AGREEMENT (this “Agreement”), dated as of February 25, 2008, by and among Admiralty Holding Corporation, a Colorado corporation (“Parent”), Admiralty Corporation, a Georgia corporation and Admiralty Marine Operations, Ltd., a Bahamas corporation (collectively the “Subsidiary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “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 • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of February 25, 2008, by and among Admiralty Holding Company, a Colorado corporation (“Parent”), Admiralty Corporation, a Georgia corporation and Admiralty Marine Operations, Ltd., a Bahamas corporation (collectively the “Subsidiary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
ContractExercise Agreement • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 25, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 25, 2008, by and among Admiralty Holding Company, a Colorado corporation, with headquarters located at 3455 Peachtree Road, Suite 560, Atlanta, GA 30326 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • March 14th, 2008 • Admiralty Holding Co • Services-business services, nec • New York
THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of February 25, 2008, among Admiralty Holding Company, a Colorado corporation (the “Company”), Admiralty Corporation, a Georgia corporation and Admiralty Marine Operations, Ltd., a Bahamas corporation (individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).
