Dynabazaar Inc Sample Contracts

Sielox Inc – UNLIMITED GUARANTY (August 28th, 2009)

THIS UNLIMITED GUARANTY (“Guaranty”) is made as of the 21 day of August, 2009 by Guarantor (as hereinafter defined) for the benefit of Bank (as hereinafter defined).

Sielox Inc – LOAN AND SECURITY AGREEMENT Between SUMMIT FINANCIAL RESOURCES, L.P. Lender and SIELOX, LLC Borrower Effective Date: August 17, 2009 (August 28th, 2009)
Sielox Inc – MASTER REVOLVING PROMISSORY NOTE (August 28th, 2009)
Sielox Inc – SECURITY AGREEMENT (Intellectual Property) (August 28th, 2009)

This Security Agreement (the “Security Agreement”) is made between Sielox, LLC, a Delaware limited liability company (“Borrower”), and Summit Financial Resources, L.P., a Hawaii limited partnership (“Lender”), pursuant to a Loan and Security Agreement between Lender and Borrower dated August 17, 2009 (the “Loan Agreement”).

Sielox Inc – REVOLVING CREDIT AND SECURITY AGREEMENT By and Between COMPASS BANK and COSTAR VIDEO SYSTEMS, LLC August 21, 2009 (August 28th, 2009)

This Revolving Credit and Security Agreement (as may be amended, this “Agreement”) is executed and delivered this 21 day of August , 2009, by and between COSTAR VIDEO SYSTEMS, LLC, a Delaware limited liability company (“Borrower”), with its chief executive office and its principal place of business at 2720 Commodore Drive, Carrollton, Texas 75007, and COMPASS BANK (“Bank”), 8080 N. Central Expressway, Suite 320, Dallas, Texas 75206, Attention: Dallas Commercial Funding Department. Borrower has applied to Bank for a revolving line of credit not to exceed an aggregate principal amount at anyone time outstanding the sum of FOUR MILLION AND N0/100 DOLLARS ($4,000,000.00) (as may be amended, the “Revolving Line”) to be evidenced by a Master Revolving Promissory Note (as may be amended, the “Note”) in such amount and to be secured by a security interest in all of the Collateral (as defined herein) on the terms hereinafter set forth.

Sielox Inc – Promissory Note (Inventory Financing) August 17, 2009 (August 28th, 2009)

This Promissory Note shall be a revolving line of credit under which Borrower may repeatedly draw and repay funds, so long as no Event of Default has occurred under the Loan and Security Agreement dated August 17, 2009, between Lender and Borrower (the “Loan and Security Agreement”) and so long as the aggregate, outstanding principal balance at any time does not exceed the principal amount of this Promissory Note. Disbursements under this Promissory Note shall be made in accordance with the Loan and Security Agreement.

Sielox Inc – Promissory Note (Accounts Receivable Financing) August 17, 2009 (August 28th, 2009)

This Promissory Note shall be a revolving line of credit under which Borrower may repeatedly draw and repay funds, so long as no Event of Default has occurred under the Loan and Security Agreement dated August 17, 2009, between Lender and Borrower (the “Loan and Security Agreement”) and so long as the aggregate, outstanding principal balance at any time does not exceed the principal amount of this Promissory Note. Disbursements under this Promissory Note shall be made in accordance with the Loan and Security Agreement.

Sielox Inc – EMPLOYMENT AGREEMENT (May 18th, 2009)

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 1st day of January, 2009, by and between Sielox, Inc., a Delaware corporation (the “Company”), and James Pritchett (the “Executive”).

Sielox Inc – BANK OF TEXAS, N.A., a national banking association, COSTAR VIDEO SYSTEMS, LLC, a Delaware limited liability company, SIELOX, INC., a Delaware corporation, and SIELOX, LLC, a Delaware limited liability company AMENDED AND RESTATED LOAN AGREEMENT Dated: As of December 10, 2008 (April 6th, 2009)

THIS AMENDED AND RESTATED LOAN AGREEMENT (“Agreement”) is made and entered into effective as of December 10, 2008, by and among BANK OF TEXAS, N.A., a national banking association (together with its successors and assigns, the “Lender”), COSTAR VIDEO SYSTEMS, LLC, a Delaware limited liability company (“Costar”), SIELOX, INC., a Delaware Corporation (“Parent”), and SIELOX, LLC, a Delaware limited liability company (“Sielox, LLC” and, together with Costar and Parent, the “Borrower”).

Sielox Inc – AMENDED AND RESTATED PROMISSORY NOTE (April 6th, 2009)

FOR VALUE RECEIVED, COSTAR VIDEO SYSTEMS, LLC, a Delaware limited liability company (“Costar”), SIELOX, INC., a Delaware corporation (“Parent”), and SIELOX, LLC, a Delaware limited liability company (“Sielox,” LLC” and, together with Costar and Parent, jointly and severally, the “Borrower”), having the address set forth for notice in the Loan Agreement, hereby promises to pay to the order of BANK OF TEXAS, N.A., a national banking association (together with its successors and assigns and any subsequent holders of this Promissory Note, the “Lender”), as hereinafter provided, the principal sum of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00) or so much thereof as may be advanced by Lender from time to time hereunder to or for the benefit or account of Borrower, together with interest thereon at the Note Rate (as hereinafter defined), and otherwise in strict accordance with the terms and provisions hereof.

Sielox Inc – AMENDED AND RESTATED SECURITY AGREEMENT (April 6th, 2009)

THIS AMENDED AND RESTATED SECURITY AGREEMENT is entered into as of December 10, 2008 by and among COSTAR VIDEO SYSTEMS, LLC, a Delaware limited liability company (“Costar”) and SIELOX, LLC, a Delaware limited liability company (“Sielox, LLC” and, together with Costar, the “Debtor”), and BANK OF TEXAS, N.A., a national banking association (“Lender”) on behalf of itself and its Affiliates (“Secured Party”).

Sielox Inc – AMENDMENT TO SERVICES AGREEMENT (January 5th, 2009)

This amendment (“Amendment”) dated as of December 31, 2008 is by and between Barington Capital Group, L.P., a New York limited partnership with an address at 888 Seventh Avenue, 17th Floor, New York, New York 10019 (“BCG”), and Sielox, Inc., a Delaware corporation formerly known as Dynabazaar, Inc. with an address at 170 East Ninth Avenue, Runnemede, New Jersey 08078 (the “Company”).

Sielox Inc – BUSINESS LOAN AGREEMENT (ASSET BASED) (August 19th, 2008)

THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated August 16, 2008, is made and executed between Costar Video Systems, LLC ("Borrower") and Bank of Texas, N.A. ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender Is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sale judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

Sielox Inc – DISTRIBUTOR MASTER STOCKING DISTRIBUTOR AGREEMENT INDUSTRIAL VIDEO PRODUCTS TOSHIBA AMERICA INFORMATION SYSTEMS, INC. IMAGING SYSTEMS DIVISION--IMAGING SYSTEMS 9740 Irvine Boulevard Irvine, California 92618-1697 (March 31st, 2008)

This Distributor Agreement (“Agreement”) is effective as of the 16th day of April, 2004 (“Effective Date”) by and between the Imaging Systems Division (Imaging Systems) of Toshiba America Information Systems, Inc., a California Corporation (“ISD”) and the following:

Sielox Inc – AMENDMENT TO SERVICES AGREEMENT (March 31st, 2008)

This amendment (“Amendment”) dated as of May 18, 2007 is by and between Barington Capital Group, L.P., a New York limited partnership with an address at 888 Seventh Avenue, 17th Floor, New York, New York 10019 (“BCG”), and Dynabazaar, Inc., a Delaware corporation with an address at 888 Seventh Avenue, 17th Floor, New York, New York 10019 (the “Company”).

Sielox Inc – COMMERCIAL INDUSTRIAL LEASE AGREEMENT CSHV TEXAS INDUSTRIAL, LP, LANDLORD AND SOUTHERN IMAGING, INC., TENANT (March 31st, 2008)
Sielox Inc – 2007 RESELLER AGREEMENT (March 31st, 2008)

WHEREAS, Sony is engaged in the sale or license and distribution throughout the United States of various electronic products, related accessories and software; and

Sielox Inc – LEASE AGREEMENT (March 31st, 2008)

WHEREAS, Landlord owns certain lands and Premises located on Lot 135, Block 43.09, Borough of Runnemede, County of Camden, State of New Jersey, having an address 170 Ninth Avenue, Runnemede, NJ 08078 (hereinafter the “Building”); and

Sielox Inc – AMENDMENT TO SERVICES AGREEMENT (January 7th, 2008)

This amendment (“Amendment”) dated as of December 31, 2007 is by and between Barington Capital Group, L.P., a New York limited partnership with an address at 888 Seventh Avenue, 17th Floor, New York, New York 10019 (“BCG”), and Sielox, Inc., a Delaware corporation formerly known as Dynabazaar, Inc. with an address at 170 East Ninth Avenue, Runnemede, New Jersey 08078 (the “Company”).

Sielox Inc – PRO FORMA FINANCIAL STATEMENTS (October 16th, 2007)

The following unaudited pro forma condensed combined financial information, which is referred to as the pro forma financial information, has been prepared to give effect to the merger of Dynabazaar and L Q Corporation. The pro forma financial information was prepared using the historical consolidated financial statements of Dynabazaar and L Q Corporation.

Sielox Inc – ASSETS Current assets: Cash and cash equivalents $ 1,428 $ 1,950 Accounts receivable, net of allowance for doubtful accounts of $25 and $35, respectively 1,210 1,335 Inventories, net 703 703 Other current assets 60 125 Total current assets 3,401 4,113 Fixed assets, net 210 237 Goodwill 464 464 Proprietary Technologies, net 365 393 Customer Relationships, net 65 67 Security deposit 53 22 Total assets $ 4,558 $ 5,296 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 1,096 $ 1,103 Accrued expenses and other current liabilities 280 388 Obligations under capital lease 19 (October 16th, 2007)

L Q Corporation, Inc. (the “Company”) was incorporated in California as “Liquid Audio, Inc.” in January 1996 and reincorporated in Delaware in April 1999. In July 1999, the Company completed their initial public offering of common stock. The Company's name was formally changed to “L Q Corporation, Inc.” on January 7, 2004. The Company's principal executive offices were located at 888 Seventh Avenue, 17th Floor, New York, NY 10019 and the telephone number was (212) 974-5730.

Sielox Inc – AMENDMENT TO SERVICES AGREEMENT (August 14th, 2007)

This amendment (“Amendment”) dated as of May 18, 2007 is by and between Barington Capital Group, L.P., a New York limited partnership with an address at 888 Seventh Avenue, 17th Floor, New York, New York 10019 (“BCG”), and Dynabazaar, Inc., a Delaware corporation with an address at 888 Seventh Avenue, 17th Floor, New York, New York 10019 (the “Company”).

Sielox Inc – CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DYNABAZAAR, INC. (August 2nd, 2007)

The undersigned corporation, in order to amend its Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of Delaware on March 17, 2000, as amended (the “Certificate”), hereby certifies as follows:

Dynabazaar Inc – AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (June 20th, 2007)

THIS AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 19, 2007 (the “Amendment”), is entered into by and among Dynabazaar, Inc. (“Dynabazaar”), LQ Merger Corp. (“LMC”), and L Q Corporation, Inc. (“LQ”).

Dynabazaar Inc – EMPLOYMENT AGREEMENT (April 17th, 2007)

Exhibit 10.30 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 20th day of June, 2006, by and between Costar Video Systems, LLC, a Delaware limited liability company (the "Company"), and James Pritchett (the "Executive"). W I T N E S S E T H : WHEREAS, Southern Imaging, Inc., a Texas corporation ("Southern Imaging"), and its Affiliates (including Video Solutions Technology Center, Inc., a Nevada corporation ("Video Solutions") are engaged in the business of designing, developing, sourcing, selling and distributing, video and imaging products and accessories (the "Business"); WHEREAS, the Company intends to acquire substantially all of the assets and certain of the liabilities of Southern Imaging and its Affiliates pursuant to the Asset Purchase Agreement, dated as of the date hereof (the "Asset Pur

Dynabazaar Inc – AMENDMENT TO SERVICES AGREEMENT (April 4th, 2007)

Exhibit 10.23 AMENDMENT TO SERVICES AGREEMENT This amendment ("Amendment") dated as of March 30, 2007 is by and between Barington Capital Group, L.P., a New York limited partnership with an address at 888 Seventh Avenue, 17th Floor, New York, New York 10019 ("BCG"), and Dynabazaar, Inc., a Delaware corporation with an address at 888 Seventh Avenue, 17th Floor, New York, New York 10019 (the "Company"). RECITALS: WHEREAS, the Company and BCG are parties to that certain Services Agreement, dated as of December 17, 2005, as amended (the "Agreement"); and WHEREAS, the Company and BCG desire to amend the Agreement as set forth herein, effective as of January 1, 2007, to extend the term of the Agreement and provide for an adjustment in the monthly fee payable under the Agreement following the closing of the transactions (the "Transactions") con

Dynabazaar Inc – AMEND AND RESTATE MERGER AGREEMENT (February 27th, 2007)

Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: February 27, 2007 Mel Brunt (212) 974-5730 DYNABAZAAR AND L Q CORPORATION AMEND AND RESTATE MERGER AGREEMENT New York, NY - February 27, 2007 - Dynabazaar, Inc. (OTCBB: FAIM.OB) ("Dynabazaar") and L Q Corporation, Inc. (OTCBB: LQCI.OB) ("LQ") announced today that they have amended and restated the merger agreement entered into as of January 5, 2007 providing for the merger of a newly formed subsidiary of Dynabazaar with and into LQ. Under the terms of the amended and restated agreement, LQ stockholders will receive 3.68 shares of Dynabazaar common stock for each share of LQ common stock they hold. Upon completion of the

Dynabazaar Inc – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (February 27th, 2007)

Exhibit 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER This Amended and Restated Agreement and Plan of Merger (this "Agreement") is entered into as of the 26th day of February, 2007 by and among Dynabazaar, Inc., a Delaware corporation ("Dynabazaar"), LQ Merger Corp., a Delaware corporation and a direct, wholly owned subsidiary of Dynabazaar ("LMC"), and L Q Corporation, Inc., a Delaware corporation ("LQ"). A. WITNESSETH: 1. The Boards of Directors of Dynabazaar, LMC and LQ have each approved and adopted this Agreement and determined that the merger (the "Merger") of LMC with and into LQ, with the result that LQ, as the surviving corporation, will continue as a wholly owned subsidiary of Dynabazaar, is advisable and in the best interests of their respective stockholders. The parties intend (i) that the Merger shall constitute a "reorganization" within the meaning of Section 368(a

Dynabazaar Inc – ANNOUNCE EXECUTION OF MERGER AGREEMENT (January 11th, 2007)

EXHIBIT 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: January 5, 2007 Mel Brunt (212) 974-5730 DYNABAZAAR AND L Q CORPORATION ANNOUNCE EXECUTION OF MERGER AGREEMENT New York, NY - January 5, 2007 - Dynabazaar, Inc. (OTCBB: FAIM.OB) ("Dynabazaar") and L Q Corporation, Inc. (OTCBB: LQCI.OB) ("LQ") announced today that they have signed a definitive merger agreement providing for the merger of a newly formed subsidiary of Dynabazaar with and into LQ. Under the terms of the agreement, LQ stockholders will receive 3.65 shares of Dynabazaar common stock for each share of LQ common stock they hold. Upon completion of the merger, LQ stockholders will hold approximately 34% of the combined company and Dynabazaar stockholders will hold approximately 6

Dynabazaar Inc – AGREEMENT AND PLAN OF MERGER (January 11th, 2007)

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "AGREEMENT") is entered into as of the 5th day of January, 2007 by and among Dynabazaar, Inc., a Delaware corporation ("DYNABAZAAR"), LQ Merger Corp., a Delaware corporation and a direct, wholly owned subsidiary of Dynabazaar ("LMC"), and L Q Corporation, Inc., a Delaware corporation ("LQ"). A. WITNESSETH: 1. The Boards of Directors of Dynabazaar, LMC and LQ have each approved and adopted this Agreement and determined that the merger (the "MERGER") of LMC with and into LQ, with the result that LQ, as the surviving corporation, will continue as a wholly owned subsidiary of Dynabazaar, is advisable and in the best interests of their respective stockholders. The parties intend (i) that the Merger shall constitute a "reorganization" within the meaning of Section 368(a) of the

Dynabazaar Inc – AGREEMENT AND PLAN OF MERGER (January 5th, 2007)

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "AGREEMENT") is entered into as of the 5th day of January, 2007 by and among Dynabazaar, Inc., a Delaware corporation ("DYNABAZAAR"), LQ Merger Corp., a Delaware corporation and a direct, wholly owned subsidiary of Dynabazaar ("LMC"), and L Q Corporation, Inc., a Delaware corporation ("LQ"). A. WITNESSETH: 1. The Boards of Directors of Dynabazaar, LMC and LQ have each approved and adopted this Agreement and determined that the merger (the "MERGER") of LMC with and into LQ, with the result that LQ, as the surviving corporation, will continue as a wholly owned subsidiary of Dynabazaar, is advisable and in the best interests of their respective stockholders. The parties intend (i) that the Merger shall constitute a "reorganization" within the meaning of Section 368(a) of the

Dynabazaar Inc – ANNOUNCE EXECUTION OF MERGER AGREEMENT (January 5th, 2007)

EXHIBIT 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: January 5, 2007 Mel Brunt (212) 974-5730 DYNABAZAAR AND L Q CORPORATION ANNOUNCE EXECUTION OF MERGER AGREEMENT New York, NY - January 5, 2007 - Dynabazaar, Inc. (OTCBB: FAIM.OB) ("Dynabazaar") and L Q Corporation, Inc. (OTCBB: LQCI.OB) ("LQ") announced today that they have signed a definitive merger agreement providing for the merger of a newly formed subsidiary of Dynabazaar with and into LQ. Under the terms of the agreement, LQ stockholders will receive 3.65 shares of Dynabazaar common stock for each share of LQ common stock they hold. Upon completion of the merger, LQ stockholders will hold approximately 34% of the combined company and Dynabazaar stockholders will hold approximately 6

Dynabazaar Inc – ASSET PURCHASE AGREEMENT By and Among COSTAR VIDEO SYSTEMS, LLC VIDEO SOLUTIONS TECHNOLOGY CENTER, LLC SOUTHERN IMAGING, INC. VIDEO SOLUTIONS TECHNOLOGY CENTER, INC. and THE SHAREHOLDERS OF SOUTHERN IMAGING, INC. Dated as of June 20, 2006 (June 26th, 2006)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of June 20, 2006 by and among Southern Imaging, Inc., a Texas corporation (“Southern Imaging”), Video Solutions Technology Center, Inc., a Nevada corporation (“Video Solutions” and, together with Southern Imaging, collectively, the “Sellers” and each a “Seller”), Arthur Thompson (“Thompson”), Linda Merken (“Merken”), James Pritchett (“Pritchett”), William Switzer (“Switzer”) and Edward Kim (“Kim”) (Thompson, Merken, Pritchett, Switzer and Kim are hereinafter referred to collectively as the “Shareholders” and each as a “Shareholder”), Costar Video Systems, LLC, a Delaware limited liability company (“Newco”), and Video Solutions Technology Center, LLC, a Delaware limited liability company (“Newco Sub”, and together with Newco, collectively, the “Purchasers” and each a “Purchaser”).

Dynabazaar Inc – PRESS RELEASE (June 26th, 2006)

New York, NY (June 26, 2006) – Dynabazaar, Inc. (OTCBB: FAIM.OB) (the “Company”) announced today that, through two acquisition subsidiaries, it has purchased the assets of Southern Imaging, Inc. (“Southern Imaging”) and Video Solutions Technology Center, Inc. (“Video Solutions”), initiating the Company’s launch into the professional security business.

Dynabazaar Inc – AMENDMENT TO SERVICES AGREEMENT (May 15th, 2006)

EXHIBIT 10.22 AMENDMENT TO SERVICES AGREEMENT This amendment ("Amendment") dated as of March 23, 2006 is by and between Barington Capital Group, L.P., a New York limited partnership with an address at 888 Seventh Avenue, 17th Floor, New York, New York 10019 ("BCG"), and Dynabazaar, Inc., a Delaware corporation with an address at 888 Seventh Avenue, 17th Floor, New York, New York 10019 (the "Company"). RECITALS: WHEREAS, the Company and BCG are parties to that certain Services Agreement, dated as of December 17, 2005 (the "Agreement"); and WHEREAS, the Company and BCG desire to amend the Agreement as set forth herein, effective as of March 1, 2006. NOW, THEREFORE, in consideration of the mutual covenants expressed herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby