REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 9, 2007, by and between Tarpon Industries, Inc., a Michigan corporation (the "Company"), and Laurus Master Fund, Ltd. (the...Registration Rights Agreement • August 14th, 2007 • Tarpon Industries, Inc. • Steel pipe & tubes • New York
RECITALS:Stock Purchase Agreement • November 1st, 2004 • Tarpon Industries, Inc. • Michigan
as Vendors andShare Purchase Agreement • November 1st, 2004 • Tarpon Industries, Inc. • Ontario
EXHIBIT 10.2 [FIRST NATIONAL LOGO] FINANCIAL CORPORATION May 12, 2005 Steelbank Tubular Inc. 2495 Haines Road Toronto, Ontario L4Y 1Y7 ATTENTION: MR. PETER FARQUHAR Dear Sirs: RE: STEELBANK TUBULAR INC. 2495 HAINES ROAD, TORONTO, ONTARIO. First...Loan Agreement • May 24th, 2005 • Tarpon Industries, Inc. • Steel pipe & tubes
RECITALSAsset Purchase Agreement • April 7th, 2006 • Tarpon Industries, Inc. • Steel pipe & tubes • Kentucky
EXHIBIT 1.1 2,500,000 COMMON SHARES TARPON INDUSTRIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2005 • Tarpon Industries, Inc. • Steel pipe & tubes • New York
GRAPHIC OMITTED] October 12, 2007 A. Farber & Partners Inc. 150 York Street, Suite #1600 Toronto, Ontario M5H 3S5 Attention: Mr. Allan Nackan CAo CIRP Re: Steelbank Tubular, Inc. 2495 Haines Road Mississauga, Ontario L4Y 1Y7 Asset Engineering...Asset Purchase Agreement • October 17th, 2007 • Tarpon Industries, Inc. • Steel pipe & tubes • Ontario
Maximum Number of Warrant Shares = 300,000 ------- (offering price at the Secondary Offering x .75)Common Stock Purchase Warrant • April 4th, 2008 • Tarpon Industries, Inc. • Steel pipe & tubes • New York
GUARANTEE AGREEMENT THIS AGREEMENT is dated November , 2006. B E T W E E N: 2495 HAINES ROAD HOLDINGS LTD. (the "Landlord") - and - TARPON INDUSTRIES INC. (the "Guarantor") In order to induce the Landlord to sign the lease between the Landlord, as...Guarantee Agreement • December 13th, 2006 • Tarpon Industries, Inc. • Steel pipe & tubes
WITNESSETH:Promissory Note • January 14th, 2005 • Tarpon Industries, Inc. • Steel pipe & tubes
GUARANTYGuaranty • November 1st, 2004 • Tarpon Industries, Inc. • Michigan
OFWarrant Agreement • February 11th, 2005 • Tarpon Industries, Inc. • Steel pipe & tubes
AMENDED AND RESTATED STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement"), dated as of December 13, 2005, and amended and restated as of August 8, 2007 among Laurus Master Fund, Ltd. (the "Pledgee"), Tarpon Industries, Inc., a...Stock Pledge Agreement • August 14th, 2007 • Tarpon Industries, Inc. • Steel pipe & tubes • New York
TARPON INDUSTRIES, INC. 2420 Wills Street Marysville, MI 48040 Tel: 810 364-7421 Fax: 810 364 5610 Email: jbradshaw@tarponind.com AMENDMENT TO FINANCING AGREEMENT DATED June 14, 2007 This amendment and extension agreement is made as of and to be...Financing Agreement • December 28th, 2007 • Tarpon Industries, Inc. • Steel pipe & tubes
SUBORDINATION AGREEMENT This SUBORDINATION AGREEMENT (this "Agreement") is made as of this 18th day of June, 2007, by and among LaSalle Bank Midwest N.A. ("LaSalle"), LaSalle Business Credit, a division of ABN AMRO Bank N.V., Canada Branch ("ABN...Subordination Agreement • June 22nd, 2007 • Tarpon Industries, Inc. • Steel pipe & tubes • Michigan
RECITALSLoan Agreement • April 2nd, 2007 • Tarpon Industries, Inc. • Steel pipe & tubes
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 Agreement • August 14th, 2007 • Tarpon Industries, Inc. • Steel pipe & tubes • New York
EXHIBIT 1.2 FORM OF WARRANT AGREEMENT RELATING TO PURCHASE COMMON STOCKWarrant Agreement • January 14th, 2005 • Tarpon Industries, Inc. • Steel pipe & tubes
BETWEEN:Lease Agreement • December 13th, 2006 • Tarpon Industries, Inc. • Steel pipe & tubes • Ontario
EXHIBIT 10.19 EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of February 1, 2005, among Tarpon Industries Inc., a Michigan corporation (the "Company"), and its subsidiaries, Eugene Welding Company, a Michigan corporation, Steelbank...Employment Agreement • February 3rd, 2005 • Tarpon Industries, Inc. • Steel pipe & tubes • Michigan
LEASE AGREEMENTLease Agreement • November 1st, 2004 • Tarpon Industries, Inc.
EXHIBIT 2.4 GUARANTEEGuarantee • February 24th, 2005 • Tarpon Industries, Inc. • Steel pipe & tubes • Ontario
STEELBANK TUBULAR INC. AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • March 24th, 2006 • Tarpon Industries, Inc. • Steel pipe & tubes • Ontario
AGREEMENTSecurity Agreement • August 14th, 2007 • Tarpon Industries, Inc. • Steel pipe & tubes • New York
EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of November 20, 2007, between Tarpon Industries, Inc., a Michigan corporation (the "Company"), and Joseph T. Lendo ("Employee"). In consideration of the mutual covenants contained in...Employment Agreement • November 26th, 2007 • Tarpon Industries, Inc. • Steel pipe & tubes • Michigan
WITNESSETH:Security Agreement • November 1st, 2004 • Tarpon Industries, Inc. • Ontario
TRADEMARK SECURITY AGREEMENT THIS AGREEMENT made as of August 9, 2007 by Steelbank Tubular Inc., a New Brunswick corporation (the "Grantor"), in favour of Laurus Master Fund, Ltd. (the "Secured Party"). A. Pursuant to an Amended and Restated Master...Trademark Security Agreement • August 14th, 2007 • Tarpon Industries, Inc. • Steel pipe & tubes • Ontario
EXHIBIT 10.6 EMPLOYMENT AGREEMENT Employment agreement (the "AGREEMENT") dated May 14, 2004 by and between STEELBANK INC. (the "CORPORATION"), amalgamated pursuant to the laws of the Province of Ontario, and Jeffrey Greenberg (the "EMPLOYEE")....Employment Agreement • November 1st, 2004 • Tarpon Industries, Inc. • Ontario
EXHIBIT 10.37 FORM OF GENERAL SECURITY AGREEMENT THIS AGREEMENT made as of the *, day of * 2004 BETWEEN: BST ACQUISITION, LTD., a corporation incorporated under the laws of the Province of New Brunswick with its principal place of business and chief...General Security Agreement • January 14th, 2005 • Tarpon Industries, Inc. • Steel pipe & tubes • Ontario
RECITALSLoan Agreement • January 14th, 2005 • Tarpon Industries, Inc. • Steel pipe & tubes • Michigan
AMENDED AND RESTATED SUBSIDIARY GUARANTY New York, New York December 13, 2005, as amended and restated as of August 9, 2007 FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus...Subsidiary Guaranty • August 14th, 2007 • Tarpon Industries, Inc. • Steel pipe & tubes
ARTICLE 3 REPRESENTATIONS AND WARRANTIESReal Estate Purchase Agreement • May 24th, 2005 • Tarpon Industries, Inc. • Steel pipe & tubes • Ontario
EXHIBIT 2.2 REDEMPTION AGREEMENT THIS AGREEMENT made this 2nd day of April, 2004 between EUGENE WELDING COMPANY, a Michigan corporation (the "Corporation") and CHARLES VANELLA (the "Shareholder"). R E C I T A L S : The Corporation has forty (40)...Redemption Agreement • November 1st, 2004 • Tarpon Industries, Inc. • Michigan
EXHIBIT 1.1 2,500,000 COMMON SHARES TARPON INDUSTRIES, INC. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2005 • Tarpon Industries, Inc. • Steel pipe & tubes • New York
BY AND AMONGLoan Agreement • February 24th, 2005 • Tarpon Industries, Inc. • Steel pipe & tubes • Ontario
