0001144204-08-022203 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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.

Contract
Modtech 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.

Contract
Modtech 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.

Contract
Modtech 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.

Contract
Modtech 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.

REAFFIRMATION AND RATIFICATION AGREEMENT As of February 29, 2008
Reaffirmation and Ratification Agreement • April 14th, 2008 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
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 Agreement
Modtech 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).

SUBSCRIPTION AGREEMENT
Subscription Agreement • April 14th, 2008 • Modtech Holdings Inc • Prefabricated wood bldgs & components • California

THIS SUBSCRIPTION AGREEMENT (“Agreement”) is made as of March 10, 2008 by and among Modtech Holdings, Inc., a Delaware corporation (the “Company”), and the parties set forth on the signature pages affixed hereto (each a “Buyer” and collectively the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 14th, 2008 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of March 10, 2008 by and among Modtech Holdings, Inc., a Delaware corporation (the “Company”), and the “Buyers” named in that certain Subscription Agreement by and among the Company and the Buyers, dated the date hereof (the “Subscription Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Subscription Agreement unless otherwise defined herein.