PRIVATE*** -------------------------------------------------------------------- ------------ STOCK PURCHASE AGREEMENT FOR THE SALE OF COMMON STOCK BY THE ISSUER TO A LIMITED NUMBER OF INVESTORS RPM TECHNOLOGIES, INC. COMMON STOCK ***RESTRICTED*** THIS...Stock Purchase Agreement • August 9th, 2000 • RPM Technologies Inc • Colorado
TABLE OF CONTENTS Page 1. Agreement to Sell and Purchase 1 2. Fees and Warrant 1 3. Closing, Delivery and Payment. 2 3.1 Closing 2 3.2 Delivery 2 4. Representations and Warranties of the Company 3 4.1 Organization, Good Standing and Qualification 3...Securities Purchase Agreement • August 12th, 2004 • RPM Technologies Inc • Plastics products, nec • New York
EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and RPM Technologies, Inc. Dated: June 19, 2006Securities Purchase Agreement • June 29th, 2006 • RPM Technologies Inc • Plastics products, nec • New York
EXHIBIT 4.2 CONSULTING AGREEMENT WITH LONE WOLF BUSINESS SERVICES RPM Technologies, Inc. Consulting Agreement This consulting agreement ("the Agreement") is entered into as dated below, by and between RPM Technologies, Inc., a Delaware corporation and...Consulting Agreement • February 6th, 2003 • RPM Technologies Inc • Pens, pencils & other artists' materials • California
Exhibit 10.2 EMPLOYMENT AGREEMENT OF CHARLES FOERG THIS AGREEMENT is made and entered into effective the 1st of September, 2002 by and between RPM Technologies, Inc. ("RPM"), ("Employer"), and Charles Foerg ("Employee"). WITNESSETH: WHEREAS, Employer...Employment Agreement • March 31st, 2003 • RPM Technologies Inc • Pens, pencils & other artists' materials • Illinois
Exhibit 10.3 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...Warrant Agreement • July 19th, 2007 • RPM Technologies Inc • Plastics products, nec • New York
BETWEENAsset Purchase Agreement • August 9th, 2000 • RPM Technologies Inc
Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this "Agreement") is made and entered into as of July 13, 2007, by and between RPM Technologies, Inc., a Delaware (the "Company"),...Registration Rights Agreement • July 19th, 2007 • RPM Technologies Inc • Plastics products, nec • New York
Exhibit 99.6 RESTRICTED ACCOUNT AGREEMENT This Restricted Account Agreement (this "Agreement") is entered into this 8th day of July, 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New...Restricted Account Agreement • August 12th, 2004 • RPM Technologies Inc • Plastics products, nec • New York
Exhibit 99.8 SUBORDINATION AGREEMENT This Subordination Agreement (this "Agreement") is entered into as of the 8th day of July, 2004, by and among Randy Zych and Charles Foerg (Randy Zych and Charles Foerg are collectively referred to herein as the...Subordination Agreement • August 12th, 2004 • RPM Technologies Inc • Plastics products, nec • New York
Exhibit 99.5 RPM TECHNOLOGIES, INC. MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o Ironshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands Date: July 9, 2004 To Whom It May...Master Security Agreement • August 12th, 2004 • RPM Technologies Inc • Plastics products, nec • New York
Exhibit 10.6 July 13, 2007 RPM Technologies, Inc. 9981 West 190th Street, Suite C Mokena, Illinois 60448 Attn: Randy Zych Re: Restricted Account: Account Number 270-405-9787, Account Name: RPM Technologies, Inc., maintained at North Fork Bank (the...Securities Purchase Agreement • July 19th, 2007 • RPM Technologies Inc • Plastics products, nec
Exhibit 99.2 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...Secured Convertible Term Note • August 12th, 2004 • RPM Technologies Inc • Plastics products, nec • New York
EXHIBIT 10.1 LICENSE AND ROYALTY AGREEMENT THIS LICENSE AND ROYALTY AGREEMENT is made and entered into this 1st day of June, 2006 (the "Effective Date") by and among RPM TECHNOLOGIES, INC. (hereinafter referred to as "RPM"), a corporation incorporated...License and Royalty Agreement • June 29th, 2006 • RPM Technologies Inc • Plastics products, nec • Illinois
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and RPM TECHNOLOGIES, INC. DATED: July 13, 2007 1. Agreement to Sell and Purchase..................1 2. Fees and Warrant................................1 3. Closing, Delivery and...Securities Purchase Agreement • July 19th, 2007 • RPM Technologies Inc • Plastics products, nec • New York
Exhibit 10.5 RESTRICTED ACCOUNT AGREEMENT This Restricted Account Agreement (this "Agreement") is entered into this 13th day of July, 2007, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville,...Restricted Account Agreement • July 19th, 2007 • RPM Technologies Inc • Plastics products, nec • New York
EXHIBIT 10.6 RPM TECHNOLOGIES, INC. MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands Date: June 19, 2006 To Whom It May...Master Security Agreement • June 29th, 2006 • RPM Technologies Inc • Plastics products, nec • New York
EXHIBIT 4.1 CONSULTING AGREEMENT WITH LONE WOLF BUSINESS SERVICES RPM Technologies, Inc. Consulting Agreement This consulting agreement ("the Agreement") is entered into as dated below, by and between RPM Technologies, Inc., a Delaware corporation and...Consulting Agreement • April 23rd, 2004 • RPM Technologies Inc • Plastics products, nec • California
Exhibit 99.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July 9, 2004, by and between RPM Technologies, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd....Registration Rights Agreement • August 12th, 2004 • RPM Technologies Inc • Plastics products, nec • New York
Exhibit 99.3 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...Warrant Agreement • August 12th, 2004 • RPM Technologies Inc • Plastics products, nec • New York
Exhibit 10.9 JOINT VENTURE & MANUFACTURING AGREEMENT This Joint Venture & Manufacturing Agreement (the "Agreement") is by and between RPM TECHNOLOGIES, INC., a Delaware corporation having its principal office at 9981 West 190th Street, Suite C,...Joint Venture & Manufacturing Agreement • April 14th, 2008 • RPM Technologies Inc • Plastics products, nec • Indiana
Exhibit 99.7 LAURUS MASTER FUND, LTD. 825 Third Avenue, 14th Floor New York, New York 10022 July 9, 2004 RPM Technologies, Inc. 21061 West Braxton Plainfield, IL 60544 Attn: Chief Executive Officer Re: Restricted Account: Account Number , Account...Restricted Account Agreement • August 12th, 2004 • RPM Technologies Inc • Plastics products, nec
Reference is made to (i) that certain Securities Purchase Agreement, dated as of July 8, 2004 (as amended, modified or supplemented from time to time, the "Purchase Agreement"), by and between RPM Technologies, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and (ii) that certain Restricted Account Agreement, dated as of July 8, 2004 (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), by and among the Company, Laurus and North Fork Bank (the "Bank"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable. Pursuant to Section 3.2 of the Purchase Agreement, the Company is required to place $2,200,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement, the Restricted Account Agreement and any Related Agreement, except as otherwise contemplated below, mai
EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 19, 2006, by and between RPM Technologies, Inc., a Delaware (the "Company"), and Laurus Master Fund, Ltd. (the...Registration Rights Agreement • June 29th, 2006 • RPM Technologies Inc • Plastics products, nec • New York
