FUNDS ESCROW AGREEMENTFunds Escrow Agreement • June 6th, 2006 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
This Agreement (this “Agreement”) is dated as of the 31st day of May 2006 among Magnetech Industrial Services of Alabama, LLC, an Indiana limited liability corporation (the “Company”), Laurus Master Fund, Ltd. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
SECURITY AND PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and MAGNETECH INDUSTRIAL SERVICES OF ALABAMA, LLC Dated: May 31, 2006Security and Purchase Agreement • June 6th, 2006 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
This Security and Purchase Agreement is made as of May 31, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), MAGNETECH INDUSTRIAL SERVICES OF ALABAMA, LLC, an Indiana limited liability company (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”; the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
ContractMiscor Group, Ltd. • June 6th, 2006 • Services-miscellaneous repair services • 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 OR SUCH SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAGNETECH, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractMiscor Group, Ltd. • June 6th, 2006 • Services-miscellaneous repair services • 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 MAGNETECH INDUSTRIAL SERVICES OF ALABAMA, LLC THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractMiscor Group, Ltd. • June 6th, 2006 • Services-miscellaneous repair services • 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 MAGNETECH INDUSTRIAL SERVICES OF ALABAMA, LLC THAT SUCH REGISTRATION IS NOT REQUIRED.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 6th, 2006 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
This Stock Pledge Agreement (this “Agreement”) is dated as of April 29, 2005 and amended and restated as of March __, 2006May 31, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”), Accentia Biopharmaceuticals, Inc., , MISCOR Group, Ltd., an Florida Indiana corporation (the “Parent”), and each of the other undersigned parties (other than the Pledgee) (the Parent and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
Magnetech Industrial Services of Alabama LLCMiscor Group, Ltd. • June 6th, 2006 • Services-miscellaneous repair services
AMENDED AND RESTATED SUBORDINATION AGREEMENTAmended And • June 6th, 2006 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
This Amended and Restated Subordination Agreement (this “Agreement”) is entered into as of the 31st day of May, 2006, by and among John Martell, Strasbourger Pearson Tulcin Wolff, Inc. (“Strasbourger”), as agent for the holders of the Subordinated Secured Convertible Debenture holders listed on Schedule A (the “Debenture Holder(s),” all of whom are collectively referred to herein as the “Subordinated Lenders” and each, a “Subordinated Lender”), and Laurus Master Fund, Ltd. (the “Senior Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Security and Purchase Agreement referred to below.
MISCOR GROUP, LTD. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • June 6th, 2006 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2006 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and between Magnetech Industrial Services of Alabama, LLC, an Indiana limited liability and indirect subsidiary of the Company (“MIS”) (as amended, modified or supplemented from time to time, the “Security Agreement”) In consideration for the Purchaser’s loan to MIS, the Company has agreed to issue warrants to purchase 375,000 shares of its Common Stock (as defined herein) (the “Warrants”).
REAL ESTATE MORTGAGEReal Estate Mortgage • June 6th, 2006 • Miscor Group, Ltd. • Services-miscellaneous repair services • Alabama
THIS INDENTURE made this 31st day of May, 2006, by and between MAGNETECH INDUSTRIAL SERVICES OF ALABAMA, LLC, whose address is 1125 South Walnut St., South Bend, Indiana 46619, (hereinafter called "Borrower"), Mortgagor, and LAURUS CAPITAL MANAGEMENT, L.L.C., whose address is 825 3rd Avenue, 14th Floor, New York, New York 10022 (hereinafter called "Lender"), Mortgagee:
