REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2004 • Ventures National Inc • Printed circuit boards • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (the "Securities Purchase Agreement"), and pursuant to the Note and the Warrants referred to therein.
ContractWarrant Agreement • July 7th, 2004 • Ventures National Inc • Printed circuit boards • 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, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR SUCH SHARES OF COMMON STOCK, AS APPLICABLE, UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VENTURES-NATIONAL INCORPORATED D/B/A TITAN GENERAL HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractConvertible Term Note • July 7th, 2004 • Ventures National Inc • Printed circuit boards • 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, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH COMMON SHARES, AS APPLICABLE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VENTURES-NATIONAL INCORPORATED (D/B/A TITAN GENERAL HOLDINGS, INC.) THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractCommon Stock Purchase Warrant • July 7th, 2004 • Ventures National Inc • Printed circuit boards • 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, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR SUCH SHARES OF COMMON STOCK, AS APPLICABLE, UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VENTURES-NATIONAL INCORPORATED D/B/A TITAN GENERAL HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 7th, 2004 • Ventures National Inc • Printed circuit boards • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. ("Laurus") to or for the account of Ventures-National Incorporated d/b/a Titan General Holdings, Inc. ("Debtor") from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as "Guarantors" or "the undersigned") unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and a
ContractConvertible Note Agreement • July 7th, 2004 • Ventures National Inc • Printed circuit boards
This Note has not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or under the provisions of any applicable state securities laws, but has been acquired by the registered holder hereof for purposes of investment and in reliance on statutory exemptions under the 1933 Act, and under any applicable state securities laws. This Note may not be sold, pledged, transferred or assigned except in a transaction which is exempt under provisions of the 1933 Act and any applicable state securities laws or pursuant to an effective registration statement; and in the case of an exemption, only if the Company has received an opinion of counsel satisfactory to the Company that such transaction does not require registration of this Note
VENTURES-NATIONAL INCORPORATED D/B/A TITAN GENERAL HOLDINGS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2004 • Ventures National Inc • Printed circuit boards • New York
SUBSIDIARY SECURITY AGREEMENTSubsidiary Security Agreement • July 7th, 2004 • Ventures National Inc • Printed circuit boards • New York
LEASE INDENTURELease Agreement • July 7th, 2004 • Ventures National Inc • Printed circuit boards • Massachusetts
This Lease is made effective as of the 1st day of March, 2004 and is by and between HOWARD J. DOANE, JR., TRUSTEE OF HD REALTY TRUST - 1993, under Declaration of Trust dated January 14, 1994 and recorded with the Essex South District Registry of Deeds in Book 12245, Page 562, with a mailing address of Two Industrial Way, Amesbury, Massachusetts 01913 (hereinafter referred to as the "Landlord" which expression shall mean and include his successors and assigns wherever the context permits), and TITAN PCB EAST, INC., a Delaware corporation with a mailing address of 1855 Norman Avenue, Santa Clara, California 95054 (hereinafter referred to as the "Tenant" which expression shall include its successors and assigns wherever the context permits).
D/B/A TITAN GENERAL HOLDINGS, INC. SECURITY AGREEMENT March 30, 2004 To: Laurus Master Fund, Ltd. c/o Onshore Corporate Services, Ltd. Queensgate House South Church Street Grand Cayman, Cayman Islands Gentlemen:Security Agreement • July 7th, 2004 • Ventures National Inc • Printed circuit boards • New York
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2004 • Ventures National Inc • Printed circuit boards
Reference is made to that certain Registration Rights Agreement dated March 22, 2004 by and between Ventures-National Incorporated d/b/a Titan General Holdings, Inc., a Utah corporation (the "Company") and 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 ( "Laurus"") (the "Registration Rights Agreement") pursuant to which, among other things, the Company agreed to undertake the registration with the Securities and Exchange Commission of a note in the original principal amount of Seven Hundred Fifty Thousand Dollars ($750,000) (the "Note") and a warrant to purchase up to 750,000 shares of the Company's common stock. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Registration Rights Agreement.
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • July 7th, 2004 • Ventures National Inc • Printed circuit boards • New York
This Agreement (this "Agreement") is dated as of the 29th day of June, 2004 among Ventures-National Incorporated d/b/a Titan General Holdings, Inc., a Utah corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"):
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • July 7th, 2004 • Ventures National Inc • Printed circuit boards • New York
This Agreement is dated as of the 30th day of March, 2004 among Ventures-National Incorporated d/b/a Titan General Holdings, Inc., a Utah corporation (the "Company") and Laurus Master Fund, Ltd. (the "Purchaser"), and Dechert LLP (the "Escrow Agent"):
AMENDMENT NO. 1 TO SETTLEMENT AGREEMENTSettlement Agreement • July 7th, 2004 • Ventures National Inc • Printed circuit boards • New York
This is Amendment No. 1 to the Settlement Agreement made as of February 4, 2004, by and among Ventures-National Incorporated d/b/a Titan General Holdings Inc., a Utah corporation (the "Company"), Irrevocable Children's Trust (the "Trust") and Robert Ciri ("Ciri")(the "Agreement").
AMENDMENT NO. 1 TO SETTLEMENT AGREEMENTSettlement Agreement • July 7th, 2004 • Ventures National Inc • Printed circuit boards • New York
This is Amendment No. 1 to the Settlement Agreement made as of February 4, 2004, by and among Ventures-National Incorporated d/b/a Titan General Holdings Inc., a Utah corporation (the "Company"), Irrevocable Children's Trust (the "Trust") and Andrew Glashow ("Glashow")(the "Agreement").
