REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New York
This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Notes, the Options and the Warrants referred to therein.
ContractMaxim Mortgage Corp/ • November 15th, 2004 • Services-computer integrated systems design • 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 THOMAS EQUIPMENT, INC. (F/K/A MAXIM MORTGAGE CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractMaxim Mortgage Corp/ • November 15th, 2004 • Services-computer integrated systems design • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THOMAS EQUIPMENT, INC. (F/K/A MAXIM MORTGAGE CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED.
LEASE BETWEEN THOMAS EQUIPMENT LTD. - AND - THOMAS EQUIPMENT 2004 INC. THOMAS EQUIPMENT, INC. 794 North Main Street, Presque Isle, MaineThomas Equipment • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • Maine
AGREEMENT OF PURCHASE AND SALE OF ASSETSAgreement of Purchase and Sale • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New Brunswick
In consideration of the mutual covenants and agreements set out, the parties respectively covenant and agree as follows.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New York
This Stock Pledge Agreement (this “Agreement”), dated as of November 9, 2004, by and between Laurus Master Fund, Ltd. (“Laurus”) and Thomas Equipment, Inc. (f/k/a Maxim Mortgage Corporation), a Delaware corporation (“Pledgor”).
GUARANTEEMaxim Mortgage Corp/ • November 15th, 2004 • Services-computer integrated systems design
SECURITY AGREEMENTSecurity Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New York
McCAIN FOODS LIMITED - AND - THOMAS EQUIPMENT, INC. - AND - THOMAS EQUIPMENT 2004 INC.Shareholders’ Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New Brunswick
GENERAL SECURITY AGREEMENTGeneral Security Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New Brunswick
SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New Brunswick
This Securities Pledge Agreement (this “Agreement”), dated as of November 9, 2004, by and between Laurus Master Fund, Ltd. (“Laurus”) and Thomas Equipment 2004 Inc., a Canadian corporation (“Pledgor”).
SECURITY AND PURCHASE AGREEMENTSecurity and Purchase Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”), dated as of November 9, 2004, is made by THOMAS EQUIPMENT, INC. (f/k/a Maxim Mortgage Corporation), a Delaware corporation (“Thomas Equipment”), and THOMAS VENTURES, INC., a Delaware corporation (“Thomas Ventures” and Thomas Equipment, each a “Grantor” and collectively, the “Grantors”), in favor of LAURUS MASTER FUND, LTD. (“Laurus”).
AgreementAgreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • Delaware
This Agreement (“Agreement”), effective as of October 1, 2004, is between Thomas Equipment Inc., a Delaware Corporation and it’s wholly owned subsidiary Thomas Equipment 2004, Inc., a Canadian Corporation (“the “Company”), and Clifford Rhee (“Executive”).
