among MODTECH HOLDINGS, INC. as Borrower,Credit Agreement • April 15th, 1999 • Modtech Holdings Inc • Prefabricated wood bldgs & components • North Carolina
1 EXHIBIT 4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated this _____ day of ________, 1998 (the "Agreement"), by and among those investors set forth on Schedule A (the "Modtech Stockholders"), and on Schedule B (the "SPI...Registration Rights Agreement • December 16th, 1998 • Modtech Holdings Inc • Prefabricated wood bldgs & components • Delaware
EXHIBIT 10.11 CREDIT AGREEMENT Dated as of December 26, 2001Credit Agreement • April 1st, 2002 • Modtech Holdings Inc • Prefabricated wood bldgs & components • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2008 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
This Agreement is made pursuant to the Amendment and Waiver Agreement dated as of the date hereof among the Purchaser, Laurus Master Fund, Ltd., Valens U.S. SPV I, LLC and the Company (the “Amendment Agreement”), and pursuant to the Warrants referred to therein and defined below.
2- 3 Subsidiaries eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing, Executive shall be entitled to participate in or receive benefits under all plans...Employment Agreement • December 16th, 1998 • Modtech Holdings Inc • Prefabricated wood bldgs & components • California
ContractModtech Holdings Inc • April 14th, 2008 • Prefabricated wood bldgs & components • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK 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 AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MODTECH HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
LOAN AND SECURITY AGREEMENT Dated as of March 31, 2006Loan and Security Agreement • April 4th, 2006 • Modtech Holdings Inc • Prefabricated wood bldgs & components • California
THIS LOAN AND SECURITY AGREEMENT is dated as of March 31, 2006, among MODTECH HOLDINGS, INC., a Delaware corporation (“Borrower Agent”) and those Subsidiaries of Borrower Agent set forth on the signature pages hereto or which hereafter become parties hereto (individually, a “Borrower” and collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 30, 2004, by and among Modtech Holdings, Inc., a Delaware corporation, with headquarters located at 2830 Barrett Avenue, Perris, California 92571 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ContractModtech Holdings Inc • April 14th, 2008 • Prefabricated wood bldgs & components • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK 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 AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MODTECH HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 3rd, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
PLEDGE AND SECURITY AGREEMENT, dated as of December 30, 2004 (this “Agreement”) made by Modtech Holdings, Inc., a Delaware corporation (“MODT”) and each of its existing “Subsidiaries” (as defined in the Securities Purchase Agreement defined below) named on the signature pages hereto (collectively, the “Existing Subsidiaries”) and each other Subsidiary of MODT hereafter becoming party hereto (together with MODT and the Existing Subsidiaries, each a “Grantor” and, collectively, the “Grantors”), in favor of Amphora Limited, an exempt company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity and together with its successors, assigns and replacements, collectively, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 4th, 2006 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of March __, 2006, and entered into by and among MODTECH HOLDINGS, INC. (the “Company”), BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as collateral agent and representative for the First Lien Obligations (as defined below) (in such capacity, together with any replacement or successor collateral agent and representative the “First Lien Collateral Agent”), and AMPHORA LIMITED, an exempt company organized under the laws of the Cayman Islands (“Amphora”), in its capacity as collateral agent and representative for the Second Lien Obligations (as defined below), (in such capacity, together with any replacement or successor collateral agent and representative the “Second Lien Collateral Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
ContractModtech Holdings Inc • April 14th, 2008 • Prefabricated wood bldgs & components • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK 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 AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MODTECH HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractModtech Holdings Inc • April 14th, 2008 • Prefabricated wood bldgs & components • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK 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 AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MODTECH HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
BackgroundTransaction Advisory Agreement • January 11th, 1999 • Modtech Holdings Inc • Prefabricated wood bldgs & components • California
EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2007 • Modtech Holdings Inc • Prefabricated wood bldgs & components • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into and made effective as of June 19, 2007 by and between MODTECH HOLDINGS, INC., a Delaware corporation (the “Company”), and Kenneth S. Cragun (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 7, 2003, by and between MODTECH HOLDINGS, INC., a Delaware corporation (the “Holding Company”), and EVAN M. GRUBER, an individual residing in the State of California (“Executive”).
FINANCING AGREEMENT Dated as of February 25, 2005 by and among MODTECH HOLDINGS, INC., as Parent and Borrower, EACH LENDER LISTED ON THE SIGNATURE PAGES HERETO, as Lenders, FORTRESS CREDIT CORP., as Collateral Agent and FORTRESS CREDIT CORP., as...Financing Agreement • March 2nd, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
Financing Agreement, dated as of February , 2005, by and among Modtech Holdings, Inc., a Delaware corporation (the “Parent” or “Borrower”), each of the lenders that from time to time is a party hereto (such lenders, each individually a “Lender” and collectively, the “Lenders”), and Fortress Credit Corp., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, for the benefit of the Agents and the Lenders in such capacity, the “Administrative Agent”) and Fortress Credit Corp., as collateral agent (in such capacity, together with its successors and assigns, if any, in such capacity, the “Collateral Agent”, and together with the Administrative Agent, each an “Agent” and collectively the “Agents”).
AMENDMENT NUMBER 1 TO INDUSTRIAL REAL ESTATE LEASEIndustrial Real Estate Lease • October 17th, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components
This Amendment Number 1 to Industrial Real Estate Lease (“Amendment”) is entered into effective as of July 29, 2005 by and between BMG2 Enterprises, a California general partnership (“Landlord”) and Modtech Holdings, Inc., a Delaware corporation (“Tenant”) with reference to the following:
SUBLEASESublease • October 17th, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components
THIS LEASE, dated this 29th day of July, 2005, is between MODTECH HOLDINGS, INC., a Delaware corporation (“Landlord”), and BOISE BUILDING SOLUTIONS DISTRIBUTION, L.L.C., a Delaware limited liability company (“Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 30, 2004, by and among Modtech Holdings, Inc., a Delaware corporation, with headquarters located at 2830 Barrett Avenue, Perris, California 92571 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and MODTECH HOLDINGS, INC. Dated: October 31, 2006Securities Purchase Agreement • November 14th, 2006 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2006, by and between MODTECH HOLDINGS, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
CONVERSION AND REPURCHASE AGREEMENTConversion and Repurchase Agreement • November 8th, 2006 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
THIS CONVERSION AND REPURCHASE AGREEMENT (this “Agreement”) is made on October 31, 2006 between Modtech Holdings, Inc., a Delaware corporation (the “Company”), and Amphora Limited (the “Investor”).
ANNEX I ======================================================================= ========= AGREEMENT AND PLAN OF REORGANIZATION AND MERGERAgreement and Plan of Reorganization and Merger • March 4th, 1999 • Modtech Holdings Inc • Prefabricated wood bldgs & components • Colorado
1 EXHIBIT 10.3Employment Agreement • December 16th, 1998 • Modtech Holdings Inc • Prefabricated wood bldgs & components • California
1 EXHIBIT 10.12 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET (Do not use this form for Multi- Tenant Property) 1. BASIC PROVISIONS ("BASIC PROVISIONS"). 1.1 PARTIES: This Lease ("LEASE"), dated for...Modtech Holdings Inc • December 16th, 1998 • Prefabricated wood bldgs & components • California
SUBLEASESublease • August 2nd, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components
THIS LEASE, dated this 29th day of July, 2005, is between MODTECH HOLDINGS, INC., a Delaware corporation (“Landlord”), and BOISE BUILDING SOLUTIONS DISTRIBUTION, L.L.C., a Delaware limited liability company (“Tenant”).
AMENDMENT AGREEMENTAmendment Agreement • April 4th, 2006 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
AMENDMENT AGREEMENT (this " Amendment"), dated as of March 31, 2006, by and among Modtech Holdings, Inc., a Delaware corporation, with headquarters located at 2830 Barrett Avenue, Perris, California 92571 (the "Company") and Amphora Limited (the "Investor").
REAFFIRMATION AND RATIFICATION AGREEMENT As of February 29, 2008Reaffirmation and Ratification Agreement • April 14th, 2008 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 9th, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 5, 2005, by and among Modtech Holdings, Inc., a Delaware corporation, with headquarters located at 2830 Barrett Avenue, Perris, California 92751 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 14th, 2006 • Modtech Holdings Inc • Prefabricated wood bldgs & components
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”), dated as of October 31, 2006, is made by MODTECH HOLDINGS, INC., a Delaware corporation (the “Grantor”), in favor of LAURUS MASTER FUND, LTD. (“Laurus”).
LAURUS MASTER FUND, LTD. VALENS U.S. SPV I, LLC VALENS OFFSHORE SPV I, LTD.Letter Agreement • April 14th, 2008 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
Reference is made to that certain Amendment and Waiver Agreement (the “Amendment Agreement”) dated as of the date hereof among Modtech Holdings, Inc. (the “Company”), Laurus Master Fund, Ltd. (“Laurus”), Valens U.S. SPV I, LLC (“Valens US”) and Valens Offshore SPV I, Ltd. (“Valens Offshore,” together with Laurus and Valens US, each a “Lender,” collectively, the “Lenders”); (ii) the Common Stock Warrant dated as of the date hereof by the Company in favor of Laurus for 2,537,657 shares of the Company’s common stock; (iii) the Common Stock Warrant dated as of the date hereof by the Company in favor of Valens US for 195,935 shares of the Company’s common stock; (iv) the Common Stock Warrant dated as of the date hereof by the Company in favor of Valens Offshore for 266,408 shares of the Company’s common stock (the documents listed in items (ii) through (iv) are collectively hereinafter referred to as the “Warrants”). Defined terms not otherwise defined in this letter agreement (the “Letter
Amendment and Waiver AgreementModtech Holdings Inc • April 14th, 2008 • Prefabricated wood bldgs & components • New York
Reference is made to (a) the Securities Purchase Agreement dated as of October 31, 2006; between Modtech Holdings, Inc. (the “Company”) and Laurus Master Fund, Ltd. (“Laurus”), as amended, modified and supplemented (the “First Purchase Agreement”); (b) the Secured Term Note dated October 31, 2006 in the original principal amount of $13,000,000 made by the Company in favor of Laurus (the “First Term Note”); (c) the Securities Purchase Agreement dated December 28, 2006 between the Company and Laurus (the “Second Purchase Agreement” and together with the First Purchase Agreement, the “Purchase Agreements”); (d) the Secured Term Note dated December 28, 2006 in the original principal amount of $5,000,000 made by the Company in favor of Laurus (the “Second Term Note” together with the First Term Note, the “Secured Term Notes”); and (e) the Related Agreements (as such term is defined in the Purchase Agreements).
WAIVER AND AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components
This WAIVER AND AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Amendment”), dated as of November 9, 2005, is made by and among Modtech Holdings, Inc., a Delaware corporation, (the “Company”), and the parties listed on the signature page hereto (each, a “Purchaser”) with reference to the following:
AMENDMENT TO INDUSTRIAL REAL ESTATE LEASEIndustrial Real Estate Lease • December 2nd, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components
This Amendment shall pertain to that certain Industrial Real Estate Lease dated May 1, 1990 executed as between GERALD BASHAW(“LANDLORD”) and MODTECH HOLDINGS, INC., a Delaware Corporation(“TENANT”). The parties hereto hereby expressly acknowledge that good and valuable consideration has been mutually given and received in exchange for their consent to the amendments contained herein.
FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2005 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
This FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 5, 2005, by and among Modtech Holdings, Inc., a Delaware corporation, with headquarters located at 2830 Barrett Avenue, Perris, California 92571 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
