Employment Agreement EMPLOYMENT AGREEMENT (this "Agreement"), dated June 19, 2006, between THOMAS EQUIPMENT, INC., it successors or assigns, a Delaware corporation, (the "Company"), and William Davis (the "Employee"). 1. Employment Period. The Company...Employment Agreement • June 22nd, 2006 • Thomas Equipment, Inc. • Construction machinery & equip • Delaware
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May , 2006, among Thomas Equipment, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each such...Registration Rights Agreement • June 5th, 2006 • Thomas Equipment, Inc. • Construction machinery & equip
ARTICLE I DEFINITIONSSecurities Purchase Agreement • April 20th, 2005 • Thomas Equipment, Inc. • Construction machinery & equip • New York
AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION is made as of the 11th day of October, 2004 AMONG: MAXIM MORTGAGE CORPORATION, a corporation formed pursuant to the laws of the State of Delaware and having an office for...Agreement and Plan of Reorganization • October 12th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design
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...Thomas Equipment, Inc. • January 31st, 2005 • Services-computer integrated systems design • New York
AGREEMENTRegistration Rights Agreement • March 4th, 2005 • Thomas Equipment, Inc. • Services-computer integrated systems design • New York
EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Thomas Equipment, Inc. • June 5th, 2006 • Construction machinery & equip
CONFIDENTIALSubscription Agreement • March 4th, 2005 • Thomas Equipment, Inc. • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of April 19, 2005, among Thomas Equipment, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each such...Registration Rights Agreement • April 20th, 2005 • Thomas Equipment, Inc. • Construction machinery & equip
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLC 825 Third Avenue New York, New York 10022 May 12, 2006 Thomas Equipment, Inc. Thomas Ventures, Inc. 1818 North Farwell Avenue Milwaukee, Wisconsin 53202 Attention: David Marks Re: Amendment...Thomas Equipment, Inc. • May 19th, 2006 • Construction machinery & equip • New York
BACKGROUNDAmendment Agreement • March 4th, 2005 • Thomas Equipment, Inc. • Services-computer integrated systems design • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated May 15, 2006, between THOMAS EQUIPMENT, INC., it successors or assigns, a Delaware corporation, (the "Company"), and James E. Patty (the "Employee"). 1. EMPLOYMENT PERIOD. The Company...Employment Agreement • May 19th, 2006 • Thomas Equipment, Inc. • Construction machinery & equip • Delaware
FORBEARANCE AGREEMENTForbearance Agreement • October 3rd, 2005 • Thomas Equipment, Inc. • Construction machinery & equip • 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...Thomas Equipment, Inc. • March 4th, 2005 • Services-computer integrated systems design • New York
Thomas Equipment, Inc. 1818 North Farwell Avenue Millwaukee, Wisconsin 53202 Facsimile No. (312) 873-3739 DEBENTUREThomas Equipment, Inc. • March 4th, 2005 • Services-computer integrated systems design • New York
REFERENCE 10.1 JOEL ARBERMAN EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT THIS AGREEMENT made as of this 1st day of July, 2000 (the "Agreement"), by and between JAHB Holdings, Inc., a Delaware corporation ("Employer"), and Joel Arberman ("Employee")....Employment Agreement • August 25th, 2000 • Jahb Holdings Inc • Delaware
GENERAL SECURITY AGREEMENT 1. SECURITY INTEREST (a) For value received, the undersigned ("Debtor"), hereby grants to ROYAL BANK OF CANADA ("RBC"), a security interest (the "Security Interest") in the undertaking of Debtor and in all of Debtor's...General Security Agreement • June 17th, 2005 • Thomas Equipment, Inc. • Construction machinery & equip
EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Thomas Equipment, Inc. • April 20th, 2005 • Construction machinery & equip
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New York
This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Notes, the Options and the Warrants referred to therein.
May 30, 2006 Thomas Equipment, Inc. 1818 North Farwell Avenue Milwaukee, Wisconsin 53202 RE: MODIFICATION TO REGISTRATION RIGHTS AGREEMENT AND DIVIDEND PAYMENTS ------------------------------------------------------------------- Ladies and Gentlemen:...Registration Rights Agreement • June 5th, 2006 • Thomas Equipment, Inc. • Construction machinery & equip • New York
SUBORDINATION AND INTERCREDITOR AGREEMENT This Subordination and Intercreditor Agreement (this "Agreement") dated as of February 28, 2005 among LAURUS MASTER FUND, LTD., a Cayman Islands corporation ("Laurus"), ROYNAT MERCHANT CAPITAL INC., a Delaware...Subordination and Intercreditor Agreement • March 4th, 2005 • Thomas Equipment, Inc. • Services-computer integrated systems design
Exhibit 4.5 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED...Thomas Equipment, Inc. • January 31st, 2005 • Services-computer integrated systems design • New York
ContractThomas Equipment, Inc. • February 20th, 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 3rd, 2008 • Thomas Equipment, Inc. • Construction machinery & equip • Delaware
This Agreement made and entered into this 1st day of April, 2008, (the “Agreement”), by and between Osiris Corporation, a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and Ilan Danieli (the “Indemnitee”):
REFERENCE 4.1 SUBSCRIPTION AGREEMENTSubscription Agreement • September 22nd, 2000 • Jahb Holdings Inc • Services-computer integrated systems design
REAFFIRMATION AND RATIFICATION AGREEMENTReaffirmation and Ratification Agreement • May 19th, 2006 • Thomas Equipment, Inc. • Construction machinery & equip • New York
ContractThomas Equipment, Inc. • June 27th, 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.
AMENDED AND RESTATED AGREEMENT AND PLAN OF AMALGAMATIONAgreement and Plan of Amalgamation • March 4th, 2005 • Thomas Equipment, Inc. • Services-computer integrated systems design • Ontario
EXHIBIT 10.1 This Agreement made as of the 3rd day of February, 2005. BY AND BETWEEN: HYUNDAI HEAVY INDUSTRIES CO., LTD. a corporation incorporated under the laws of Korea, with its principal place of business located at 1 Cheonha- Dong, Dong-Ku,...Agreement • February 8th, 2005 • Thomas Equipment, Inc. • Services-computer integrated systems design
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLC 825 Third Avenue New York, New York 10022Security and Purchase Agreement • January 13th, 2006 • Thomas Equipment, Inc. • Construction machinery & equip • New York
SECURED TERM NOTE ----------------- FOR VALUE RECEIVED, each of THOMAS EQUIPMENT, INC., a Delaware corporation ("Thomas Equipment"), and THOMAS VENTURES, INC., a Delaware corporation ("Thomas Ventures") and together with Thomas Equipment, each a...Secured Term Note • May 19th, 2006 • Thomas Equipment, Inc. • Construction machinery & equip • New York
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”).
EXHIBIT 10.2 GENERAL SECURITY AGREEMENT 1. SECURITY INTEREST (a) For value received, the undersigned ("Debtor"), hereby grants to ROYAL BANK OF CANADA ("RBC"), a security interest (the "Security Interest") in the undertaking of Debtor and in all of...General Security Agreement • July 29th, 2005 • Thomas Equipment, Inc. • Construction machinery & equip
ContractThomas Equipment, Inc. • November 22nd, 2005 • Construction machinery & equip • 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 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 STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THOMAS EQUIPMENT, INC. (F/K/A MAXIM MORTGAGE CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED.
GUARANTYThomas Equipment, Inc. • September 11th, 2006 • Construction machinery & equip • New York
Each Borrower, as a debtor under an insolvency proceeding commenced in the Commercial Division of the Superior Court of the Province of Quebec, District of Montreal, under the Companies' Creditors Arrangement Act R.S.C. 1985, c. C-36 (the "CCAA"), and each of which is continuing to operate its business and manage its properties pursuant to the provisions of the CCAA, has requested that GREYSTONE BUSINESS CREDIT II LLC ("Lender") provide certain financial accommodations to such Borrower pursuant to the terms of a Loan and Security Agreement between such Borrower and Lender, each dated of even date herewith (as amended from time to time, the "Loan Agreements" and each individually a "Loan Agreement"). As one of the conditions to providing financing to each Borrower, Lender has required that Guarantor, also a debtor under an insolvency proceeding commenced in the Commercial Division of the Superior Court of the Province of Quebec, District of Montreal, under the CCAA and continuing to ope
