Exhibit 4.4 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 • October 15th, 2004 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • New York
Exhibit 4.7 STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement"), dated as of October 8, 2004, among Laurus Master Fund, Ltd. (the "Pledgee"), Hesperia Holding, Inc., a Delaware corporation (the "Company"), and each of the other...Stock Pledge Agreement • October 15th, 2004 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • New York
Exhibit 4.8 SUBORDINATION AGREEMENT This Subordination Agreement (this "Agreement") dated as of October 8, 2004 by and among Laurus Master Fund, Ltd. ("Senior Lender"), Donald M. Shimp, Mark Presgraves, Fred Smith and Steven Chaussy (each a...Subordination Agreement • October 15th, 2004 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members
ARTICLE I THE MERGERMerger Agreement • January 28th, 2003 • Saveyoutime Com Inc • Blank checks • Nevada
Exhibit 4.6 FUNDS ESCROW AGREEMENT This Agreement is dated as of the 8th day of October, 2004 among Hesperia Holding, Inc., a Nevada corporation ("Hesperia"), Hesperia Truss, Inc., a California corporation ("Hesperia Truss"), Pahrump Valley Truss,...Funds Escrow Agreement • October 15th, 2004 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • New York
AGREEMENTSecurity Agreement • October 15th, 2004 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • New York
Exhibit 4.2 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 Revolving Note • October 15th, 2004 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • New York
Exhibit 4.3 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 Minimum Borrowing Note • October 15th, 2004 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • New York
Exhibit 4.5 MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT This Minimum Borrowing Note Registration Rights Agreement (this "Agreement") is made and entered into as of October 8, 2004, by and between Hesperia Holding, Inc., a Nevada corporation...Minimum Borrowing Note Registration Rights Agreement • October 15th, 2004 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • New York
AGREEMENTAdvertising Agreement • November 15th, 2004 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • New York
ContractLicensing Agreement • September 12th, 2005 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • New York
AGREEMENT made this 11th day of August, 2005 by and between Federated Atlantic Corporation, a Maryland corporation (“the Licensor”), with offices at 4047 Okeechobe Boulevard, Suite 202, West Palm Beach, Florida 33409 and Hesperia Holdings, Inc., a Nevada corporation (“the Licensee”), with offices at 3720 Tobias Lane, Las Vegas, Nevada 89120.
ContractSecured Term Note • June 30th, 2006 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. 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 STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PARENT THAT SUCH REGISTRATION IS NOT REQUIRED.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 23rd, 2004 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • Pennsylvania
THIS LOAN AND SECURITY AGREEMENT, as amended, restated, extended or otherwise modified by the parties hereto, their successors and assigns, from time to time, including, without limitation, all schedules and attachments hereto ("Agreement"), is made and entered into this ____ day of ____________ 2004, by and between Hesperia Truss, Inc., a corporation organized and existing under the laws of California with a principal place of business located at 9780 E. Avenue, Hesperia, CA 92345 ("Borrower") and MERCANTILE CAPITAL, L.P., with offices located at 300 E. Lancaster Ave., Suite 308, Wynnewood, PA 19096-2106 ("Lender").
CONSULTING AGREEMENTConsulting Agreement • March 29th, 2004 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • Florida
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective the 12th day of March, 2004 by and between TheSUBWAY.com, Inc. (the "Consultant"), whose principal place of business is 1825 Main Street, Suite 201, Weston, FL 33326 and Hesperia Holdings Inc. (the "Client"), whose principal place of business is 9780 E Avenue Hesperia CA 92345.
THE INVESTOR RELATIONS GROUP INC. LETTER OF AGREEMENT Date: July 30, 2004Investor Relations Agreement • August 23rd, 2004 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • New York
REAFFIRMATION, RATIFICATION AND AMENDMENT AGREEMENTReaffirmation, Ratification and Amendment Agreement • June 30th, 2006 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • New York
Reference is made to the (a) Security Agreement, dated as of October 8, 2004 among HESPERIA HOLDING, INC., a Nevada corporation (the “Company”), HESPERIA TRUSS, INC., a California corporation (“Hesperia Truss”), and PAHRUMP VALLEY TRUSS, INC., a Nevada corporation (“PVTI”) (the Company, Hesperia Truss and PVTI are collectively referred to herein as the “Companies”) and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”) (as amended, modified or supplemented from time to time, the “Existing Security Agreement”), and (b) Stock Pledge Agreement dated as of October 8, 2004 made by the Company, and Laurus (as amended, modified or supplemented from time to time, the “Existing Stock Pledge Agreement”) (the Existing Security Agreement and the Existing Stock Pledge Agreement, collectively, the “Existing Security Documents”). Capitalized terms used but not defined herein shall have the meanings given them in the Existing Security Agreement.
Grant Bettingen Inc. 19900 MacArthur Blvd., Suite 110 Irvine, CA 92612 ENGAGEMENT AGREEMENTEngagement Agreement • August 23rd, 2004 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • California
This Agreement is made this 4th day of June, 2004 by and between Grant Bettingen, Inc. ("GBI") located at 19900 MacArthur Blvd., Suite 110, Irvine, CA 92612 and Hesperia Truss, Inc. (Client), 9780 "E" Ave., Hesperia, CA 92345.
AGREEMENTDistribution Agreement • October 27th, 2005 • Hesperia Holding Inc • Millwood, veneer, plywood, & structural wood members • Michigan
This Agreement is entered into and made effective as of the 21st day of October, 2005 by and between HESPERIA HOLDING INC., a Nevada Corporation, located at 9780 E Avenue, Hesperia, CA 92345 (“Hesperia”) and UNIVERSAL FOREST PRODUCTS EASTERN DIVISION, INC., a Michigan Corporation (“UFPED”) located at 2801 E. Beltline, NE, Grand Rapids, MI 49525.
