CAPITAL TITLE GROUP, INC. COMMON STOCK PURCHASE WARRANTCapital Title Group Inc • May 25th, 2004 • Real estate dealers (for their own account)
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, [ ] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 27, 2004 (the “Initial Exercise Date”) and on or prior to the earlier of (i) the close of business on the fifth annual anniversary of the Initial Exercise Date and (ii) the Extraordinary Transaction Election Date (as defined in Section 12 below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Capital Title Group, Inc., a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one Warrant Share (the “Exercise Price”) under this Warrant shall be $4.00, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment
2,800,000 Shares Common Stock and Related Warrants Registration Rights AgreementRegistration Rights Agreement • May 25th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account) • New York
Capital Title Group, Inc., a Delaware (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Subscription Agreement (as defined herein) (i) up to 2,800,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), and (ii) Warrants to purchase up to 889,252 shares of Common Stock (which number includes Warrants issued to the Placement Agents to purchase an aggregate of 329,252 shares of Common Stock). As an inducement to the Purchasers to enter into the Subscription Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
2,800,000 Shares Common Stock and Related Warrants Subscription AgreementSubscription Agreement • May 25th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account) • New York
Capital Title Group, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with each of the purchasers named on the signature pages hereof (each a “Purchaser” and, collectively, the “Purchasers”), as set forth below.
LETTER OF AGREEMENTLetter of Agreement • May 25th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account)
This letter will confirm and constitute the agreement (“Agreement”) as of the 16th day of June, 2002 between Capital Title Group, Inc. (hereinafter “Capital Title” or the “Company”) and Miller Capital Corporation (“MCC”) pursuant to which MCC will furnish to the Company certain management consulting, financial advisory and investor relations services.
GRAPHIC] Established 1972 The Miller Group Miller Management Corporation Miller Capital Corporation Miller InvestmentsManagement Consulting Agreement • May 25th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account) • Arizona
THIS EXCLUSIVE ACQUISITION and MANAGEMENT CONSULTING AGREEMENT (the “Agreement”) is entered into as of the 28th day of January, 2004 (the “Effective Date”) by and between CAPITAL TITLE GROUP, INC., a Delaware corporation (“Capital Title” or the “Company”), and MILLER CAPITAL CORPORATION, an Arizona corporation (“Miller”).
