1 Exhibit 10.37 AMENDED AND RESTATED PLEDGE AGREEMENT AMENDED AND RESTATED PLEDGE AGREEMENT made as of this 26 day of June, 1997, amending and restating a certain Pledge Agreement made as of the 31st day of May, 1996 and amended by Amendment to Pledge...Pledge Agreement • July 14th, 1998 • Gunther International LTD • Office machines, nec • Connecticut
RECITALS:Registration Rights Agreement • October 7th, 1998 • Gunther International LTD • Office machines, nec • Delaware
SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (the "Settlement Agreement") is dated as of this 30th day of September, 1998, and is by and between DataCard Corporation, a Delaware corporation with its principal place of business at 11111 Bren Road...Settlement Agreement • October 7th, 1998 • Gunther International LTD • Office machines, nec • Minnesota
WITNESSETH:Security Agreement • October 7th, 1998 • Gunther International LTD • Office machines, nec • Connecticut
RECITALS:Non-Qualified Stock Option Agreement • February 12th, 1999 • Gunther International LTD • Office machines, nec
2- 3 Dollars ($100,000.00) shall be paid on the first (1st) day of each month commencing on November 1, 1998 and continuing to and including September 1, 1999; (b) Four Hundred Thousand Dollars ($400,000.00) shall be paid on October 1, 1999; and (c)...Loan and Security Agreement • October 7th, 1998 • Gunther International LTD • Office machines, nec • Connecticut
AMENDMENT AND CONFIRMATION OF SUBORDINATION AGREEMENT THIS AMENDMENT AND CONFIRMATION OF SUBORDINATION AGREEMENT dated as of the 15th of September, 1999 between GUNTHER PARTNERS, LLC ("GP"), and Connecticut Innovations, Inc. ("CII"). W I T N E S S E T...Subordination Agreement • November 15th, 1999 • Gunther International LTD • Office machines, nec
EXHIBIT 10.17 FORM OF STANDBY PURCHASE AGREEMENT THIS STANDBY PURCHASE AGREEMENT (the "Agreement"), made and entered into as of ____________, 2001 by and between Gunther International, Ltd., a Delaware corporation with its principal place of business...Purchase Agreement • October 3rd, 2001 • Gunther International LTD • Office machines, nec • New York
RECITALS:Employment Agreement • February 12th, 1999 • Gunther International LTD • Office machines, nec • Connecticut
2 ARTICLE I FORM OF WARRANTWarrant Agreement • October 7th, 1998 • Gunther International LTD • Office machines, nec • Delaware
VOTING AGREEMENTVoting Agreement • October 7th, 1998 • Gunther International LTD • Office machines, nec • Delaware
RECITALS:Recapitalization Agreement • June 29th, 2001 • Gunther International LTD • Office machines, nec • Connecticut
1 Exhibit 10.35 SECOND AMENDMENT AGREEMENT THIS SECOND AMENDMENT is entered into this 26th day of June, 1997 by and between Gunther International, Ltd., whose principal place of business is 5 Wisconsin Avenue, Norwich, Connecticut (the "Debtor"), and...Second Amendment Agreement • July 14th, 1998 • Gunther International LTD • Office machines, nec • Connecticut
RECITALS:Employment Agreement • February 14th, 2000 • Gunther International LTD • Office machines, nec • Connecticut
2 3 irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section during the warrant exercise period, and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent...First Amendment Agreement • November 13th, 1997 • Gunther International LTD • Office machines, nec • New York
1 EXHIBIT A SUBSTITUTE TERM NOTEGunther International LTD • November 15th, 1999 • Office machines, nec
1 AGREEMENTOmnibus Agreement • October 7th, 1998 • Gunther International LTD • Office machines, nec
1 SUBORDINATION AND INTERCREDITOR AGREEMENT Subordination and Intercreditor Agreement entered into as of October 23, 1999 by and among PEOPLE'S BANK ("New Lender"), JUNE H. GENEEN, PHIL E. GILBERT, JR., THOMAS W. KEESEE and the UNITED STATES TRUST...Subordination and Intercreditor Agreement • February 14th, 2000 • Gunther International LTD • Office machines, nec • Connecticut
RECITALS:Employment Agreement • February 12th, 1999 • Gunther International LTD • Office machines, nec • Connecticut
April 6, 2000 Mr. Thomas Steinberg Gunther International, Ltd. C/o Loews Corporation 667 Madison Avenue New York, New York 10021 Re: Second Amendment of Lease Dear Mr. Steinberg: This letter sets forth a second amendment to the Lease dated July 31,...Gunther International LTD • August 14th, 2000 • Office machines, nec
SECURITY AGREEMENT AGREEMENT dated as of the 23rd day of October, 1999, by and between GUNTHER INTERNATIONAL, LTD., a Connecticut corporation with its principal place in the Town of Norwich, County of New London and State of Connecticut, (herein...Security Agreement • February 14th, 2000 • Gunther International LTD • Office machines, nec
BY AND BETWEENNon-Exclusive License Agreement • July 14th, 1998 • Gunther International LTD • Office machines, nec • California
RECITALS:Transfer and Assignment Agreement • June 30th, 2003 • Gunther International LTD • Office machines, nec • Connecticut
1 COMMERCIAL LOAN AGREEMENTCommercial Loan Agreement • February 14th, 2000 • Gunther International LTD • Office machines, nec
RECITALS:Assignment and Consent Agreement • June 30th, 2003 • Gunther International LTD • Office machines, nec • Connecticut
LEASELease • August 14th, 2001 • Gunther International LTD • Office machines, nec
1 AMENDMENT AND CONFIRMATION OF SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • November 15th, 1999 • Gunther International LTD • Office machines, nec
RECITALSForm of Subscription Agent Agreement • July 26th, 2001 • Gunther International LTD • Office machines, nec • Connecticut
EXHIBIT 10.3 LEASELease • November 12th, 1996 • Gunther International LTD • Office machines, nec • Connecticut
GUNTHER PARTNERS, LLC 667 Madison Avenue, 7th Floor New York, NY 10021Gunther International LTD • September 26th, 2001 • Office machines, nec
Exhibit 10.37 ------------- PROMISSORY NOTE ---------------Gunther International LTD • June 30th, 2003 • Office machines, nec
FOR VALUE RECEIVED, Gunther International Ltd., a Delaware corporation ("Maker"), hereby promises to pay to the order of Gunther Partners, LLC ("Payee"), at 667 Madison Avenue, New York, New York 10021, or at such other place as Payee may designate in writing, the principal sum of Two Million Dollars ($2,000,000) together with interest on the unpaid balance of this Note from the date hereof until paid, at a fixed rate of eight percent (8%) per annum and together with all costs of collection, including reasonable attorney's fees, incurred in any action to collect this Note.
ARTICLE I DEFINITIONSCommercial Revolving Loan Agreement • February 14th, 2000 • Gunther International LTD • Office machines, nec • Connecticut
W I T N E S S E T H :1 Agreement and General Release • February 12th, 1999 • Gunther International LTD • Office machines, nec
PROMISSORY NOTEGunther International LTD • February 14th, 2001 • Office machines, nec
3- 4 effect. Without limiting the generality of the foregoing, Borrower hereby represents and warrants that as of the date hereof, after giving effect to this Amendment (i) there exists no Default or Event of Default and (ii) there exists no right of...Loan and Security Agreement and Term Note • November 15th, 1999 • Gunther International LTD • Office machines, nec
