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 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 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 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 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
