AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2007 • American Technologies Group Inc • Fabricated structural metal products • New York
This Agreement is made pursuant to the Amended and Restated Security Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, restated, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Convertible Notes, the Options and the Warrants referred to therein.
AMENDED AND RESTATED SECURITY AGREEMENT LAURUS MASTER FUND, LTD. AMERICAN TECHNOLOGIES GROUP, INC. and EACH ELIGIBLE SUBSIDIARY NAMED THEREIN January 31, 2007Security Agreement • January 31st, 2007 • American Technologies Group Inc • Fabricated structural metal products • New York
This Amended and Restated Security Agreement is made as of January 31, 2007 (this “Agreement”) by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), AMERICAN TECHNOLOGIES GROUP, INC., a Nevada corporation (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”).
AMENDED AND RESTATED SECURED CONVERTIBLE TERM NOTE BSecured Convertible Term Note • January 31st, 2007 • American Technologies Group Inc • Fabricated structural metal products • New York
This Amended and Restated Secured Convertible Term Note B (this “Note”) is intended to be a registered obligation within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i) and each Company (or its agent) shall register this Note (and thereafter shall maintain such registration) as to both principal and any stated interest. Notwithstanding any document, instrument or agreement relating to this Note to the contrary, transfer of this Note (or the right to any payments of principal or stated interest thereunder) may only be effected by (i) surrender of this Note and either the reissuance by the Company of this Note to the new holder or the issuance by the Company of a new instrument to the new holder, or (ii) transfer through a book entry system maintained by the Company (or its agent), within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B).
AMENDED AND RESTATED SECURED CONVERTIBLE MINIMUM BORROWING NOTESecured Convertible Minimum Borrowing Note • January 31st, 2007 • American Technologies Group Inc • Fabricated structural metal products • New York
This Amended and Restated Secured Convertible Minimum Borrowing Note (this “Note”) is intended to be a registered obligation within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i) and each Company (or its agent) shall register this Note (and thereafter shall maintain such registration) as to both principal and any stated interest. Notwithstanding any document, instrument or agreement relating to this Note to the contrary, transfer of this Note (or the right to any payments of principal or stated interest thereunder) may only be effected by (i) surrender of this Note and either the reissuance by the Company of this Note to the new holder or the issuance by the Company of a new instrument to the new holder, or (ii) transfer through a book entry system maintained by the Company (or its agent), within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B).
REAFFIRMATION AND RATIFICATION AGREEMENTReaffirmation and Ratification Agreement • January 31st, 2007 • American Technologies Group Inc • Fabricated structural metal products • New York
