ContractWarrant Agreement • February 20th, 2007 • Thomas Equipment, Inc. • Construction machinery & equip • 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 THOMAS EQUIPMENT, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 20th, 2007 • Thomas Equipment, Inc. • Construction machinery & equip • New York
This Agreement is made in connection with the transactions contemplated by a Secured Term Note, dated as of the date hereof, in the original principal amount of Cnd.$2,000,000, made by Pneutech Inc., a corporation organized under the laws of Ontario and a wholly owned subsidiary of the Company, in favor of Laurus (the “Note”).
SECURED TERM NOTESecured Term Note • February 20th, 2007 • Thomas Equipment, Inc. • Construction machinery & equip • New York
Capitalized terms used herein without definition shall have the meanings ascribed to such terms in those certain General Security Agreements and Deeds of Hypothec, as the case may be, dated as of the date hereof by and between each of the Companies and the Holder (as amended, restated, modified and/or supplemented from time to time, collectively, the “Security Agreements”).
November 8, 2006 Thomas Equipment, Inc. Milwaukee, Wisconsin 53202 Re: Forbearance and Modification AgreementForbearance and Modification Agreement • February 20th, 2007 • Thomas Equipment, Inc. • Construction machinery & equip • New York
Reference is made to the Securities Purchase Agreement dated as of April 19, 2005 (the “Purchase Agreement”) among Thomas Equipment, Inc., a Delaware corporation (the “Company”), the undersigned (the “Investor”) and certain other parties, the Company’s Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”), and the common stock purchase warrants issued to the Investor in connection with the Purchase Agreement (the “Warrant”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
