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 $3,000,000, made by the Company and Thomas Ventures, Inc., a Delaware corporation, in favor of Federal Partners (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 that certain Stock Pledge, dated as of the date hereof, by and between Thomas Ventures and the Holder (as the same may be amended, modified, restated and supplemented from time to time, the “Stock Pledge”), that certain Common Stock Purchase Warrant, dated the date hereof, by Thomas Equipment in favor of the Holder (the “Warrant”) or that certain Registration Rights Agreement, by and among the Thomas Equipment and the Holder (the “Registration Rights Agreement” and together with the Stock Pledge and the Warrant, the “Ancillary Documents”), as applicable.
PARTICIPATING TERM NOTEParticipating 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 the Stock Purchase Agreement, dated as of the date hereof by and among the Company, Tcomt, Inc. and the Holder (as amended, restated, modified and/or supplemented from time to time, collectively, the “Purchase Agreement”).
STOCK PURCHASE AGREEMENT AMONG THOMAS VENTURES, INC. TCOMT, INC. AND CLIFFORD RHEE Dated as of February 13, 2007Stock Purchase Agreement • February 20th, 2007 • Thomas Equipment, Inc. • Construction machinery & equip • New York
STOCK PURCHASE AGREEMENT, dated as of February 13, 2007 (the “Agreement”), among Thomas Ventures, Inc., a corporation existing under the laws of Delaware (the “Purchaser”), Tcomt, Inc., a corporation existing under the laws of Delaware (the “Company”), and the shareholder of the Company listed on the signature pages hereof (the “Seller”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 20th, 2007 • Thomas Equipment, Inc. • Construction machinery & equip • New York
This Stock Pledge Agreement (this “Agreement”), dated as of February 13, 2007, by and between Federal Partners, L.P., a Delaware limited partnership (“Federal Partners”) and Thomas Ventures, Inc., a Delaware corporation (“Pledgor”).
