EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 2, 2005, among Knockout Holdings, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each...Registration Rights Agreement • May 6th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products
EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of May 2, 2005 among Knockout Holdings, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages...Securities Purchase Agreement • May 6th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • New York
EXHIBIT D SECURITY AGREEMENT SECURITY AGREEMENT, dated as of May 2, 2005 (this "Agreement"), among Knockout Holdings, Inc., a Delaware corporation (the "Company" or the "Debtor") and the holder or holders of the Company's 11% Senior Secured Notes due...Security Agreement • May 6th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • New York
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...Knockout Holdings, Inc. • May 6th, 2005 • Wholesale-chemicals & allied products
EXHIBIT 4.6 ESCROW AGREEMENT This ESCROW AGREEMENT (this "AGREEMENT") made as of April 29, 2005, by and among Knockout Holdings, Inc., an Delaware corporation (the "COMPANY"), DCOFI Master LDC (the "PURCHASER"), whose addresses and other information...Escrow Agreement • May 6th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • New York
EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Knockout Holdings, Inc. • May 6th, 2005 • Wholesale-chemicals & allied products • New York
