EXHIBIT 10.17 PURCHASE AND SALE AGREEMENT --------------------------- THIS PURCHASE AND SALE AGREEMENT ("AGREEMENT") is made and entered into as of February 23, 1998, by and between Huck International, Inc., a delaware corporation ("SELLER"), and...Purchase and Sale Agreement • March 23rd, 1998 • Prolong International Corp • Miscellaneous products of petroleum & coal
AGREEMENT ---------Loan Agreement • November 14th, 2000 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
EXHIBIT 10.28 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this 21st day of January, 2000, by and between PROLONG INTERNATIONAL CORPORATION, a Nevada corporation, PROLONG SUPER...Employment Agreement • April 14th, 2000 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
R E C I T A L - - - - - - -Employment Agreement • August 11th, 2000 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
EXHIBIT 10.25 REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is entered into as of October 5, 1999 by and between PROLONG INTERNATIONAL CORPORATION, a Nevada corporation (the...Registration Rights Agreement • November 12th, 1999 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
EXCHANGE AGREEMENTExchange Agreement • July 3rd, 1997 • Prolong International Corp • Nevada
AGREEMENT ---------Agreement • July 3rd, 1997 • Prolong International Corp
EXHIBIT 10.27 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this 21st day of January, 2000, by and between PROLONG INTERNATIONAL CORPORATION, a Nevada corporation, PROLONG SUPER...Employment Agreement • April 14th, 2000 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
EXHIBIT 10.24 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this 5th day of October, 1999 , by and between PROLONG INTERNATIONAL CORPORATION, a Nevada corporation ("PIC"), and its...Employment Agreement • November 12th, 1999 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
EXHIBIT 10.13 BUSINESS LOAN AGREEMENT This Agreement dated as of July 14, 1997 is between Bank of America National Trust and Savings Association (the "Bank") and Prolong Super Lubricants, Inc. (the "Borrower"). 1. LINE OF CREDIT AMOUNT AND TERMS. 1.1...Business Loan Agreement • August 28th, 1997 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
PROLONG INTERNATIONAL CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Rights AgentRights Agreement • October 30th, 2002 • Prolong International Corp • Miscellaneous products of petroleum & coal • Delaware
RIGHTS AGREEMENT, dated as of October 25, 2002 (the “Agreement”), between Prolong International Corporation, a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
BACKGROUNDAgreement and Plan • July 6th, 1998 • Prolong International Corp • Miscellaneous products of petroleum & coal
LOGO OF AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION] STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE--NET (Do not use this form for Multi- Tenant Property) 1. BASIC PROVISIONS ("BASIC PROVISIONS") 1.1 PARTIES: This Lease ("LEASE"), dated for...Prolong International Corp • November 14th, 1997 • Miscellaneous products of petroleum & coal
Bank shall make a loan to Borrower in the principal amount of One --- Million Six Hundred Ninety Two Thousand and No/100 Dollars -------------------------------------------------- ($1,692,000.00) (the "Loan") to be used for the following purpose: to...Indemnity Agreement • July 6th, 1998 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
EXHIBIT 10.30 SPONSORSHIP AGREEMENT This Agreement is entered into as of this 10 day of March 2000 by and between Prolong Super Lubricants, Inc., a Nevada corporation, (hereinafter referred to as "Prolong", with a principal office at 6 Thomas, Irvine,...Sponsorship Agreement • April 14th, 2000 • Prolong International Corp • Miscellaneous products of petroleum & coal • New Mexico
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT ("Agreement") is made on ______________, 19___, between PROLONG INTERNATIONAL CORPORATION, a Nevada corporation (the "Company"), and _______________________ ("Indemnitee"), an...Indemnification Agreement • July 3rd, 1997 • Prolong International Corp • Nevada
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE—NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)Prolong International Corp • March 31st, 2003 • Miscellaneous products of petroleum & coal
BACKGROUND ----------Cancellation Agreement • March 23rd, 1998 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
PLEDGE AND SECURITY AGREEMENT dated as of November 24, 2003 among PROLONG INTERNATIONAL CORPORATION PROLONG SUPER LUBRICANTS, INC. and ST. CLOUD CAPITAL PARTNERS, LP, as Collateral AgentPledge and Security Agreement • April 14th, 2004 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
This PLEDGE AND SECURITY AGREEMENT, dated as of November 24, 2003 (this “Agreement”), among each of the undersigned (together with any other Person that executes a Joinder Agreement each, a “Grantor” and collectively, the “Grantors”), and ST. CLOUD CAPITAL PARTNERS, LP, acting in the capacity of agent for the benefit of the Purchasers (the “Collateral Agent”).
AGREEMENT ---------The Agreement and Plan • January 31st, 2002 • Prolong International Corp • Miscellaneous products of petroleum & coal
AGREEMENT ---------Prolong International Corp • April 14th, 2000 • Miscellaneous products of petroleum & coal
AGREEMENT ---------Exclusive License • July 3rd, 1997 • Prolong International Corp • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 4th, 2004 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 24, 2003, by and among PROLONG INTERNATIONAL CORPORATION, a Nevada corporation (“Parent”), PROLONG SUPER LUBRICANTS, INC., a Nevada corporation (“Borrower”), PROLONG INTERNATIONAL HOLDINGS LTD., a Cayman Islands company (“Cayman Sub I”), PROLONG INTERNATIONAL LTD., a Cayman Islands company (“Cayman Sub II”, and together with Cayman Sub I, the “Cayman Subsidiaries”), ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership, and its affiliates (“St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership (“Bedford I”), BEDFORD OAK OFFSHORE, LTD., a Cayman Islands company (“Bedford II”), and ASPEN VENTURES LLC, a New York limited liability company (“Aspen”), and collectively with Bedford I and Bedford II, the “Other Purchasers”). St. Cloud and the Other Purchasers are each referred to herein as “Purchaser” and collectively as “Purchasers”. Parent, Borrower, Cayman Sub I and Cayman Sub II are eac
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 14th, 2004 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 24th day of November, 2003, by and among PROLONG INTERNATIONAL CORPORATION, a Nevada corporation (the “Company”), ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership (the “St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership (“Bedford I”), BEDFORD OAK OFFSHORE, LTD., a Cayman Island company (“Bedford II”), ASPEN VENTURES LLC, a New York limited liability company (“Aspen”), and collectively with Bedford I and Bedford II, the “Other Purchasers”), the individuals identified on Exhibit A attached hereto (collectively, “Executives” or individually without distinction as an “Executive”), and each other person who becomes a Holder (as defined below) hereunder. St. Cloud and the Other Purchasers are at times collectively referred to herein as “Investors” or individually without distinction as an “Investor”. Capitalized terms used but not otherwise defined herein shall have the respective meanings
EXHIBIT 10.11 STANDARD INDUSTRIAL LEASE -- GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Parties. This Lease, dated, for reference purposes only, April 20, 1990, is made by and between Coronado Investors Properties (herein called "Lessor") and...Prolong International Corp • July 3rd, 1997
WARRANT TO PURCHASE COMMON STOCK OF Prolong International CorporationProlong International Corp • April 14th, 2004 • Miscellaneous products of petroleum & coal • California
A = the greater of (i) the closing price of the Common Stock as reported by the American Stock Exchange on the Closing Date (as such term is defined in the Securities Purchase Agreement) or (ii) the book value per share of the Common Stock on the Closing Date
AGREEMENT ---------Prolong International Corp • March 23rd, 1998 • Miscellaneous products of petroleum & coal
Exhibit 10.26 ------------- Associate Sponsorship Agreement ------------------------------- THIS AGREEMENT is entered into as of this 17/th/ day of December , 1999 by and between King Entertainment, Inc., a Texas corporation, and Kenneth D. Bernstein...Associate Sponsorship Agreement • April 14th, 2000 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
EXHIBIT 10.10 [LOGO OF BARNES DYER MARKETING, INC.] MAJOR ASSOCIATE SPONSORSHIP AGREEMENT This Major Associate Sponsorship Agreement ("Agreement") is entered into between Prolong Super Lubricants, Inc., a Nevada corporation (herein "Prolong"); Norris...Major Associate Sponsorship Agreement • July 3rd, 1997 • Prolong International Corp • California
ContractProlong International Corp • May 20th, 2005 • Miscellaneous products of petroleum & coal • California
THIS NOTE, THE INDEBTEDNESS, INCLUDING PRINCIPAL AND ACCRUED INTEREST THEREON, EVIDENCED BY THIS NOTE AND THE SECURITY INTEREST SET FORTH IN THIS NOTE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF MAY 16, 2005 BY AND AMONG ST. CLOUD CAPITAL PARTNERS, LP, BEDFORD OAK CAPITAL, L.P., BEDFORD OAK OFFSHORE, LTD., ASPEN VENTURES LLC AND THE OTHER INVESTORS PARTY THERETO, AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
ContractProlong International Corp • May 20th, 2005 • Miscellaneous products of petroleum & coal • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY.
EXHIBIT 10.23 PROLONG SUPER LUBRICANTS. INC. CONTRACT PACKAGING AGREEMENTContract Packaging Agreement • March 25th, 1999 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
PIKES PEAK AUTO HILL CLIMB EDUCATIONAL MUSEUM, INC. AND PROLONG SUPER LUBRICANTS, INC. AND BARNES DYER MARKETING, INC. SPONSORSHIP AGREEMENT 1997 75th Running with Option to Prolong for 1998 and 1999Prolong International Corp • July 3rd, 1997
EXHIBIT 10.15 CONFIDENTIAL PORTIONS OMITTED SPONSORSHIP LETTER OF INTENT This document shall represent a letter of mutual intent entered between Prolong Super Lubricants, Inc. and Joe Nemechek dba Nemco Motorsports. It is further agreed that this...Prolong International Corp • March 23rd, 1998 • Miscellaneous products of petroleum & coal
SUBORDINATION AGREEMENTSubordination Agreement • May 20th, 2005 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
This SUBORDINATION AGREEMENT (this “Agreement”), dated as of May 16, 2005, is entered into by and among ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership (“St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership (“Bedford I”), BEDFORD OAK OFFSHORE, LTD., a Cayman Islands company (“Bedford II”), ASPEN VENTURES LLC, a New York limited liability company (collectively with St. Cloud, Bedford I and Bedford II, the “Original Purchasers”), and each of the new purchasers listed on the signature pages hereto (each a “New Purchaser,” and, collectively, the “New Purchasers”).
