0001144204-06-044629 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 1st, 2006 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York

This Agreement is made pursuant to the Conversion and Repurchase Agreement, dated as of the date hereof, by and among the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Repurchase Agreement”).

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CONVERSION AND REPURCHASE AGREEMENT
Conversion and Repurchase Agreement • November 1st, 2006 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York

THIS CONVERSION AND REPURCHASE AGREEMENT (this “Agreement”) is made on October 31, 2006 between Modtech Holdings, Inc., a Delaware corporation (the “Company”), and Amphora Limited (the “Investor”).

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