SECURED TERM NOTESecured Term Note • August 21st, 2007 • Thomas Equipment, Inc. • Construction machinery & equip • New York
Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Security and Purchase Agreement dated as of November 9, 2004 among Borrowers and the Holder (as amended by that certain letter agreement dated as of the date hereof by and among the Borrowers and the Holder and as otherwise heretofore or hereafter amended, modified, restated and supplemented from time to time, the “Security Agreement”).
ContractThomas Equipment, Inc. • August 21st, 2007 • Construction machinery & equip • 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. THAT SUCH REGISTRATION IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2007 • Thomas Equipment, Inc. • Construction machinery & equip • New York
This Agreement is made in connection with the transactions contemplated by a Secured Term Note, dated as of the date hereof, in the original principal amount of $20,800,000, made by the Company and Thomas Ventures, Inc., a Delaware corporation in favor of Laurus.
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLCThomas Equipment, Inc. • August 21st, 2007 • Construction machinery & equip • New York
Reference is made to (a) the Security and Purchase Agreement dated as of November 9, 2004 (as amended, restated, modified and supplemented from time to time, the “Agreement”) among Thomas Equipment, Inc. (f/k/a Maxim Mortgage Corporation) (“Thomas Equipment”) and Thomas Ventures, Inc. (“Thomas Ventures”) (Thomas Equipment and Thomas Ventures, each a “Company” and collectively, “Companies”) and Laurus Master Fund, Ltd. (“Laurus”) and (b) the Default Notice dated August 17, 2006 (the “Default Notice”) from Laurus to the Companies and certain other parties listed therein. Capitalized terms used herein that are not defined shall have the meanings given to them in the Agreement.
