EXHIBIT 4.23 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of ______________, 2005, by and between American Technologies Group, Inc., a Nevada corporation (the "Company"), and GSSF...Registration Rights Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories • New York
EXHIBIT 10.6 CONSULTING AGREEMENT THIS AGREEMENT, made, entered into this 2nd day of September 2005 (the "Effective Date"), by and between Luther Capital Management, Inc., a Nebraska corporation (hereinafter referred to as "Consultant"), and American...Consulting Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories • New York
EXHIBIT 10.2 SHARE PURCHASE AGREEMENT by and among OMAHA HOLDINGS CORP., JANET JUDD, ROBERT JUDD, ROBERT JUDD JR. NORTH TEXAS STEEL COMPANY, INC. PENSION PLANShare Purchase Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories • Texas
EXHIBIT 4.28 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this "Agreement") made as of the last date set forth on the signature page hereof between American Technologies Group, Inc., a Nevada corporation (the "Company"), and the undersigned (the...Subscription Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories • New York
EXHIBIT 4.18 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...American Technologies Group Inc • September 13th, 2005 • Motor vehicle parts & accessories • New York
ARTICLE I CONTRACT RATE AND AMORTIZATIONAmerican Technologies Group Inc • September 13th, 2005 • Motor vehicle parts & accessories
EXHIBIT 4.9 STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement"), dated as of September ___, 2005, among Laurus Master Fund, Ltd. (the "Pledgee"), American Technologies Group, Inc., a Nevada corporation ("ATG"), Omaha Holdings Corp.,...Stock Pledge Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories • New York
ARTICLE I CONTRACT RATE AND AMORTIZATIONAmerican Technologies Group Inc • September 13th, 2005 • Motor vehicle parts & accessories • 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...American Technologies Group Inc • September 13th, 2005 • Motor vehicle parts & accessories • New York
EXHIBIT 4.17 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of ______________, 2005, by and between American Technologies Group, Inc., a Nevada corporation (the "Company"), and Gryphon...Registration Rights Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories • New York
ARTICLE I CONTRACT RATE AND MINIMUM BORROWING NOTEAmerican Technologies Group Inc • September 13th, 2005 • Motor vehicle parts & accessories • New York
EXHIBIT 4.15 SECURITY AGREEMENT GRYPHON MASTER FUND, L.P. AMERICAN TECHNOLOGIES GROUP, INC.Security Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories • New York
EXHIBIT 4.10 INTELLECTUAL PROPERTY SECURITY AGREEMENT THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the "Agreement"), dated as of September ___, 2005, is made by NORTH TEXAS STEEL COMPANY, INC., a Texas corporation ("NTSCO"), OMAHA HOLDINGS CORP., a...Intellectual Property Security Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories
EXHIBIT 4.24 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...American Technologies Group Inc • September 13th, 2005 • Motor vehicle parts & accessories • New York
EXHIBIT 10.5 CONSULTING AGREEMENT THIS AGREEMENT, made, entered into this 7th day of September 2005 (the "Effective Date"), by and between Dr. Gary Fromm (hereinafter referred to as "Consultant"), and American Technologies Group, Inc., a Nevada...Consulting Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories • New York
AGREEMENTSecurity Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories • 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...American Technologies Group Inc • September 13th, 2005 • Motor vehicle parts & accessories
EXHIBIT 4.12 FUNDS ESCROW AGREEMENT This Agreement is dated as of the ____ day of September, 2005 among North Texas Steel Company, Inc., a Texas corporation ("NTSCO"), American Technologies Group, Inc., a Delaware corporation ("ATG"), Omaha Holdings...Funds Escrow Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories • New York
SECURITY AGREEMENT LAURUS MASTER FUND, LTD. AMERICAN TECHNOLOGIES GROUP, INC.Security Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories • New York
RECITALSPension Plan Joint Account Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories • Texas
RECITALSIndemnity Joint Account Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories • Texas
EXHIBIT 10.1 SUBSCRIPTION AND REPRESENTATION AGREEMENT The undersigned ("Investor") hereby subscribes for One (1) share of Common Stock, par value of $.001 (the "Stock"), of Omaha Holdings Corp., a Delaware corporation (the "Corporation"), for a total...Subscription and Representation Agreement • September 13th, 2005 • American Technologies Group Inc • Motor vehicle parts & accessories • Delaware
September 6, 2005 Omaha Holdings Corp. 450 Las Olas Boulevard, Suite 1100 Fort Lauderdale, Florida 33301 North Texas Steel Company, Inc. 412 West Bolt Street Fort Worth, Texas 76110 American Technologies Group, Inc. 1110 S. Fifth Avenue Monrovia,...American Technologies Group Inc • September 13th, 2005 • Motor vehicle parts & accessories • New York
Reference is made to (a) the Security Agreement dated as of the date hereof (as the same may be amended, supplemented, restated or modified from time to time, the "Security Agreement") by and among Omaha Holdings Corp. ("Omaha"), North Texas Steel Company, Inc. ("NTSCO"), American Technologies Group, Inc. ("ATG", together with Omaha and NTSCO, each a "Company" and collectively, the "Companies") and Laurus Master Fund, Ltd. ("Laurus") and (b) the Ancillary Agreements (as defined in the Security Agreement) and all other documents, instruments and agreements executed in connection therewith (together with the Security Agreement and the Ancillary Agreement, collectively, the "Documents"). All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement.
