PARADIGM HOLDINGS, INC. CLASS B WARRANTParadigm Holdings, Inc • March 3rd, 2009 • Services-computer integrated systems design • Wyoming
PARADIGM HOLDINGS, INC., a Wyoming corporation (the “Company”), hereby certifies that, for value received, [_____] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [_____] shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.0858 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the date that is seven (7) years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions. This Class B Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Preferred Stock Purchase Agreement, dated as of February 27, 2009 by and among the Company and the Purchasers identified therein (the “Purcha
PREFERRED STOCK REDEMPTION AGREEMENTPreferred Stock Redemption Agreement • March 3rd, 2009 • Paradigm Holdings, Inc • Services-computer integrated systems design • Maryland
THIS PREFERRED STOCK REDEMPTION AGREEMENT (this “Agreement”), dated as of February 27, 2009, is made by and among Paradigm Holdings, Inc., a Wyoming corporation (the “Company”), Semper Finance, Inc., a Delaware corporation, and USA Asset Acquisition Corp. (each a “Stockholder,” and, collectively, the “Stockholders”).
SIDE LETTERSide Letter • March 3rd, 2009 • Paradigm Holdings, Inc • Services-computer integrated systems design
Reference is made to that certain Preferred Stock Purchase Agreement dated as of February 27, 2009 among Paradigm Holdings, Inc. (the “Company”), Hale Capital Partners, LP (“HCP”) and the other Purchasers party thereto (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.
PREFERRED STOCK EXCHANGE AGREEMENTPreferred Stock Exchange Agreement • March 3rd, 2009 • Paradigm Holdings, Inc • Services-computer integrated systems design • New York
THIS PREFERRED STOCK EXCHANGE AGREEMENT (this “Agreement”), dated as of February 27, 2009, is by and among Paradigm Holdings, Inc., a Wyoming corporation (the “Company”), and the persons listed on Schedule I hereto (each a “Stockholder,” and, collectively, the “Stockholders”).
PARADIGM HOLDINGS, INC. PREFERRED STOCK PURCHASE AGREEMENT FEBRUARY 27, 2009Preferred Stock Purchase Agreement • March 3rd, 2009 • Paradigm Holdings, Inc • Services-computer integrated systems design • Wyoming
This Preferred Stock Purchase Agreement is entered into and dated as of February 27, 2009 (this “Agreement”), by and among Paradigm Holdings, Inc., a Wyoming corporation (the “Company”), Hale Capital Partners, LP, a Delaware limited partnership (“Hale Capital”), and each of the other purchasers identified on the signature pages hereto (each, a “Purchaser” and, collectively with Hale Capital, the “Purchasers”).
