AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2007 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of December 28, 2006, by and between Modtech Holdings, Inc., a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”).
ContractModtech Holdings Inc • January 4th, 2007 • Prefabricated wood bldgs & components • 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 UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MODTECH HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and MODTECH HOLDINGS, INC. Dated: December 28, 2006Securities Purchase Agreement • January 4th, 2007 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 28, 2006, by and between MODTECH HOLDINGS, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLC New York, New York 10022Waiver Agreement • January 4th, 2007 • Modtech Holdings Inc • Prefabricated wood bldgs & components • New York
Reference is made to (a) the Secured Convertible Term Note (the “Note”) dated October 31, 2006 made by Modtech Holdings Inc. (the “Company”) in favor of Laurus Master Fund, Ltd. (“Laurus”); (b) the Securities Purchase Agreement (the “Purchase Agreement”) dated as of October 31, 2006; (c) the Common Stock Purchase Warrant dated October 31, 2006 made by the Company in favor of Laurus for the purchase of up to 581,395 Shares of Common Stock (as such terms are defined therein) (“Warrant No. 1”) and (d) the Common Stock Purchase Warrant dated October 31, 2006 made by the Company in favor of Laurus for the purchase of up to 1,540,697 Shares of Common Stock (as such terms are defined therein) (“Warrant No. 2”, and together with Warrant No. 1, the “Warrants” and each, a “Warrant”). The Note, the Purchase Agreement and the Warrants are hereinafter collectively referred to as, the “Documents” and each, as a “Document”. Capitalized terms used herein that are not defined shall have the meaning giv
