0001193125-05-222002 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 10th, 2005 • Coach Industries Group Inc • Motor vehicles & passenger car bodies • New York

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Note, and the Warrant referred to therein.

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Contract
Warrant Agreement • November 10th, 2005 • Coach Industries Group Inc • Motor vehicles & passenger car bodies • 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 COACH INDUSTRIES GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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COACH INDUSTRIES GROUP, INC. SECURITIES PURCHASE AGREEMENT October , 2005
Securities Purchase Agreement • November 10th, 2005 • Coach Industries Group Inc • Motor vehicles & passenger car bodies • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October __, 2005, by and between Coach Industries Group, Inc., a Nevada corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).

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Contract
Secured Term Note • November 10th, 2005 • Coach Industries Group Inc • Motor vehicles & passenger car bodies • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COACH INDUSTRIES GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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REAFFIRMATION AND RATIFICATION AGREEMENT AND AMENDMENT
Reaffirmation and Ratification Agreement • November 10th, 2005 • Coach Industries Group Inc • Motor vehicles & passenger car bodies • New York
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