Exhibit 1.2 __________* Shares HLM DESIGN, INC. AGREEMENT AMONG UNDERWRITERS May ___, 1998 Berthel Fisher & Company Financial Services, Inc. 100 Second Street S.E. Cedar Raids, Iowa 52401 Westport Resources Investment Services, Inc. 315 Post Road West...HLM Design Inc • April 10th, 1998 • Services-engineering, accounting, research, management • Iowa
COLLATERAL ASSIGNMENT OF PROMISSORY NOTE THIS COLLATERAL ASSIGNMENT OF PROMISSORY NOTE ("Assignment") made as of this 30th day of May, 1997, by and between HLM DESIGN, INC. ("Borrower"), a Delaware corporation, and PACIFIC CAPITAL, L.P. ("Pacific"), a...HLM Design Inc • January 21st, 1998 • Services-engineering, accounting, research, management • Tennessee
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") made as of this 30th day of May, 1997 by and among HLM DESIGN, INC., a Delaware corporation (the "Company") and EQUITAS, L.P., a Delaware limited partnership...Registration Rights Agreement • January 21st, 1998 • HLM Design Inc • Services-engineering, accounting, research, management • Tennessee
STOCK PURCHASE AGREEMENT among HLM DESIGN, INC. BL&P ENGINEERS, INC. and SCOTT L. BRADY, PEStock Purchase Agreement • May 15th, 2000 • HLM Design Inc • Services-engineering, accounting, research, management • North Carolina
HLM DESIGN, INCStock Purchase Agreement • March 13th, 2002 • HLM Design Inc • Services-engineering, accounting, research, management • England and Wales
STATE OF NORTH CAROLINA STOCKHOLDERS' AGREEMENT COUNTY OF MECKLENBURG THIS STOCKHOLDERS' AGREEMENT (the "Agreement") is executed effective as of the 29th day of May, 1997, between and among JOSEPH M. HARRIS, a resident of the State of North Carolina...Stockholders' Agreement • November 20th, 1997 • HLM Design Inc • North Carolina
WARRANT HLM DESIGN, INC. (hereinafter referred to as the "Company")HLM Design Inc • April 10th, 1998 • Services-engineering, accounting, research, management • North Carolina
WITNESSETH:Lease Agreement • June 5th, 1998 • HLM Design Inc • Services-engineering, accounting, research, management • North Carolina
THIS WARRANT AND THE SHARE ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE...HLM Design Inc • June 5th, 1998 • Services-engineering, accounting, research, management
HLM DESIGN, INC. NOTE PURCHASE AGREEMENT This Note Purchase Agreement ("Agreement") is entered into as of the 30th day of May, 1997, by and between HLM DESIGN, INC. ("Seller"), a Delaware corporation; and HANSEN LIND MEYER INC. ("Hansen Lind"), an...Note Purchase Agreement • January 21st, 1998 • HLM Design Inc • Services-engineering, accounting, research, management • Tennessee
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") made as of this 10th day of September, 1997 by and among HLM DESIGN, INC., a Delaware corporation (the ACompany@) and BERTHEL FISHER & COMPANY LEASING, INC., an Iowa...Registration Rights Agreement • February 13th, 1998 • HLM Design Inc • Services-engineering, accounting, research, management • Tennessee
Note dated , made payable to ---------------- -------------------------------------------------HLM Design Inc • June 5th, 1998 • Services-engineering, accounting, research, management
said Note, Note and Security Agreement, or Note and Deed of Trust. including any renewals, extensions, or modifications thereof, being hereinafter referred to as "CONTRACT" and said CONTRACT being incorporated and made a part hereof by reference; and
Preamble. THIS SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN, CAPITAL -------- EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT (hereinafter, together with all schedules and exhibits hereto, and any supplements, additions, modifications or...HLM Design Inc • December 17th, 2001 • Services-engineering, accounting, research, management • New York
DEFINITIONSStockholders' Agreement • June 5th, 1998 • HLM Design Inc • Services-engineering, accounting, research, management • Delaware
EXHIBIT 10.29.3 THIRD AMENDMENT TO REVOLVING CREDIT, TERM LOAN, CAPITAL EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT Preamble. THIS THIRD AMENDMENT TO REVOLVING CREDIT, TERM LOAN, CAPITAL EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT...HLM Design Inc • August 1st, 2002 • Services-engineering, accounting, research, management • New York
Exhibit 10.41 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (the "Agreement") is made and entered into as of the 30th day of May, 1997 by and between BERTHEL FISHER & COMPANY LEASING, INC. ("Berthel Fisher") and FIRST CHARTER NATIONAL BANK...Subordination Agreement • June 5th, 1998 • HLM Design Inc • Services-engineering, accounting, research, management • Iowa
EXHIBIT 10.25 EMPLOYMENT AGREEMENT HLM DESIGN, INC. THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between HLM DESIGN, INC. (the "Company") and JOSEPH M. HARRIS, an individual residing at 21120 Blakely Shores Drive,...Employment Agreement • June 5th, 1998 • HLM Design Inc • Services-engineering, accounting, research, management • North Carolina
RECITALSIntercreditor Agreement • June 5th, 1998 • HLM Design Inc • Services-engineering, accounting, research, management • Tennessee
SUPPLEMENTAL AGREEMENT TO THE STOCK PURCHASE AGREEMENTSupplemental Agreement • March 13th, 2002 • HLM Design Inc • Services-engineering, accounting, research, management
GUARANTYHLM Design Inc • January 21st, 1998 • Services-engineering, accounting, research, management • Tennessee
WITNESSETH:Noncompetition Agreement • January 21st, 1998 • HLM Design Inc • Services-engineering, accounting, research, management • North Carolina
GUARANTY, ANDSecurity Agreement • July 26th, 2000 • HLM Design Inc • Services-engineering, accounting, research, management • New York
NONSTATUTORY STOCK OPTION AGREEMENT AND GRANT PURSUANT TO HLM DESIGN, INC. 1998 STOCK OPTION PLANNonstatutory Stock Option Agreement • July 29th, 1998 • HLM Design Inc • Services-engineering, accounting, research, management • North Carolina
WARRANT HLM DESIGN, INC. (hereinafter referred to as the "Company")HLM Design Inc • June 5th, 1998 • Services-engineering, accounting, research, management • North Carolina
BANK OF SCOTLANDHLM Design Inc • March 13th, 2002 • Services-engineering, accounting, research, management
COMMERCIAL SECURITY AGREEMENT PRINCIPAL LOAN DATE MATURITY LOAN NO CALL COLLATERAL ACCOUNT OFFICER INITIALS $1,000,000.00 05-30-1997 05-30-1998 References in the shaded area are for Lender's use only and do not limit the applicability of this document...Commercial Security Agreement • June 5th, 1998 • HLM Design Inc • Services-engineering, accounting, research, management • North Carolina
RECITALSNote and Security Agreement • June 5th, 1998 • HLM Design Inc • Services-engineering, accounting, research, management • Iowa
R E C I T A L S:Stockholders' Voting Agreement • November 20th, 1997 • HLM Design Inc • North Carolina
SECURITY AGREEMENT This Security Agreement ("Agreement") entered into as of the 30th day of May, 1997, by and between HLM DESIGN, INC. ("Borrower"), a Delaware corporation, and PACIFIC CAPITAL, L.P. ("Pacific"), and EQUITAS, L.P. ("Equitas"), a...Security Agreement • January 21st, 1998 • HLM Design Inc • Services-engineering, accounting, research, management • Tennessee
FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN, CAPITAL EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENTHLM Design Inc • July 23rd, 2001 • Services-engineering, accounting, research, management • New York
WITNESSETH:Modification and Extension Agreement • June 5th, 1998 • HLM Design Inc • Services-engineering, accounting, research, management
This Modification and Extension Agreement is made and entered into, this 20 day of May , 19 98 by ----- ------------------------ ---- and between First Charter National Bank, a national banking corporation (hereinafter referred to as "BANK"); HLM Design, Inc. (hereinafter referred to as maker(s) or ------------------------------------------------------------------------------------ co-maker(s) on the Note described below individually and collectively as "BORROWER"); ---------------------------------------------- the trustee or successor trustee under the Deed of Trust described below (hereinafter referred to as -------------------------------- "TRUSTEE"); and William J. Blalock, Joseph M. Harris and Vernon B. Brannon the guarantor(s), endorser(s) ----------------------------------------------------------------------------------- or other obligor(s) (if any) on the Note described below, or the owner(s) other than the BORROWER (if any) of any property pledged to secure performance of BOR
DATED 18 December 2001 --------------------------------------------------- (1) DAVID MUIR CAFFERTY (2) HLM DESIGN, INC PUT AND CALL OPTION AGREEMENT [LOGO] RADCLIFFESPut and Call Option Agreement • March 13th, 2002 • HLM Design Inc • Services-engineering, accounting, research, management
RECITALSManagement and Services Agreement • May 15th, 2000 • HLM Design Inc • Services-engineering, accounting, research, management • North Carolina
EXHIBIT 10.7 SECURITY ESCROW AGREEMENT THIS ESCROW AGREEMENT made and entered into this 18th day of June, 1998, among the persons and parties who have signed this Agreement as security holders (herein collectively referred to as the "Security...Security Escrow Agreement • July 29th, 1998 • HLM Design Inc • Services-engineering, accounting, research, management
1,200,000 SHARES HLM DESIGN, INC. AGREEMENT AMONG UNDERWRITERS May ___, 1998 Berthel Fisher & Company Financial Services, Inc. 100 Second Street S.E. Cedar Raids, Iowa 52401 AS REPRESENTATIVE Ladies and Gentlemen: We wish to confirm as follows the...HLM Design Inc • June 5th, 1998 • Services-engineering, accounting, research, management • Iowa
