B E T W E E N: REINK CORP. a corporation incorporated under the laws of the State of Delaware (the "CORPORATION") - and - MANCHESTER ADMINISTRATIVE SERVICES INC. a corporation incorporated under the laws of the Province of Ontario (the "CONSULTANT")Consulting Agreement • April 26th, 2004 • Reink Corp • Miscellaneous chemical products • Delaware
LOAN AGREEMENT --------------Loan Agreement • February 4th, 2005 • Adsero Corp • Blank checks • Quebec
EXHIBIT 10.3 ------------ SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 28th, 2005 • Adsero Corp • Blank checks
RECITALSStock Option Agreement • February 4th, 2005 • Adsero Corp • Blank checks • New York
EXHIBIT 10.8 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into the City of Montreal, Quebec, Canada, on the 31st day of January 2005. BY AND AMONG: TECKN-O-LASER COMPANY, a Nova Scotia...Employment Agreement • February 4th, 2005 • Adsero Corp • Blank checks • Quebec
EXHIBIT 10.1 AGENCY AGREEMENT June 22, 2004 Adsero Corp. 2085 Hurontario Street Suite 300 Mississauga, Ontario L5A 4G1 Attention: William Smith Chief Financial Officer Dear Sirs: Re: Offering of Special Warrants The undersigned, DGM Bank & Trust Inc....Agency Agreement • August 26th, 2004 • Adsero Corp • Blank checks • Ontario
EXHIBIT 10.7 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into the City of Montreal, Quebec, Canada, on the 31st day of January 2005. BY AND AMONG: TECKN-O-LASER COMPANY, a Nova Scotia...Employment Agreement • February 4th, 2005 • Adsero Corp • Blank checks • Quebec
CONSULTING AGREEMENT BETWEEN ADSERO CORP. AND WESTMINSTER CAPITAL, INC.Consulting Agreement • April 18th, 2005 • Adsero Corp • Blank checks • New York
EXHIBIT 10.10 PLEDGE AND SECURITY AGREEMENT ----------------------------- THIS PLEDGE AND SECURITY AGREEMENT (this "AGREEMENT"), dated as of this 26th day of January, 2005, is made by Adsero Corp., a Delaware corporation ("PLEDGOR"), having an office...Pledge and Security Agreement • February 4th, 2005 • Adsero Corp • Blank checks
ADSERO CORP. and YAC CORP. andAgreement • February 4th, 2005 • Adsero Corp • Blank checks • Quebec
EXHIBIT 10.6 LOCK-UP AGREEMENT dated January 2, 2005 entered into BY AND AMONG: 9144-6773 QUEBEC INC., a corporation duly incorporated under the Quebec Companies Act, having its head office at 443 Des Pins Street, Saint-Bruno de Montarville, Province...Lock-Up Agreement • February 4th, 2005 • Adsero Corp • Blank checks • Quebec
EXHIBIT 10(B) EMPLOYMENT AGREEMENTS: WILLIAM E. GALLAGHER AND ROBERT SINATRAEmployment Agreement • February 28th, 2001 • Reink Corp • Miscellaneous chemical products • New Jersey
ARTICLE IPlan and Agreement • February 28th, 2001 • Reink Corp • Miscellaneous chemical products • Florida
EXHIBIT 10.13 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is made as of January 26, 2005 between Barrington Bank International Limited, a Bahamian banking company (hereinafter referred to as "Secured Party"), and Adsero Corp., a...Security Agreement • February 4th, 2005 • Adsero Corp • Blank checks • New York
EXHIBIT 10.11 GUARANTY --------Adsero Corp • February 4th, 2005 • Blank checks
ADSERO CORP. and YAC CORP. andAgreement • February 4th, 2005 • Adsero Corp • Blank checks • Quebec
EXHIBIT 4.3 WARRANT INDENTURE THIS INDENTURE made this 27th day of September, 2004. B E T W E E N: ADSERO CORP., a corporation incorporated under the laws of Delaware (hereinafter called the "CORPORATION")Warrant Indenture • October 1st, 2004 • Adsero Corp • Blank checks • Ontario
EXHIBIT 9 - AGREEMENT FOR SALE AND PURCHASE OF ASSETS OF ASSEMBLY SERVICES UNLIMITED, INC. D/B/A WILDAN SERVICES AND MEMBERSHIP CERTIFICATES OF BRITTANY LLC AND PLAN OF REORGANIZATION AGREEMENT FOR SALE AND PURCHASE OF ASSETS OF ASSEMBLY SERVICES...Exhibit 9 - Agreement • February 28th, 2001 • Reink Corp • Miscellaneous chemical products • New Jersey
EXHIBIT 10.1 ------------ ADSERO - TURBON STRATEGIC SUPPLY AGREEMENT ------------------------------------------ Adsero - Turbon Strategic Supply Agreement ("Agreement") effective June 22nd, 2005 ("Effective Date") between Turbon AG, Ruhrdeich 10,...Adsero - Turbon Strategic Supply Agreement • June 28th, 2005 • Adsero Corp • Blank checks
LOCK-UP AGREEMENTLock-Up Agreement • July 28th, 2005 • Adsero Corp • Blank checks
SINGLE TENANT FORM QUEBEC - ENGLISH) AGREEMENT OF LEASE BASIC TERMSLease • November 23rd, 2005 • Adsero Corp • Blank checks • Quebec
RECITALS --------Funding And • February 4th, 2005 • Adsero Corp • Blank checks
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2006 • Adsero Corp • Computer & office equipment • New York
This Amendment No. 1 (this “Amendment”), dated August 2, 2006 to that certain Asset Purchase Agreement (the “Agreement”), dated as of June 20, 2006, is made and entered into by and among Turbon International, Inc., a corporation organized pursuant to the laws of State of Pennsylvania (“Buyer”), on the one hand, and Teckn-O-Laser Global Company, an unlimited liability corporation organized pursuant to the laws of Nova Scotia, Canada (“TOL Global”), and Tecknolaser USA, Inc., a Delaware corporation (“TOL USA”), on the other hand (each a “Seller” and collectively, the “Sellers”) and Yvon Leveille and Alain Lachambre, with respect to certain specified sections of the Agreement. Capitalized terms not defined herein shall have the meanings given to them in the Agreement. Buyer and Sellers have agreed to amend the Agreement on the terms and conditions set forth below.
AMENDED AND RESTATED SUPPLY AGREEMENTSupply Agreement • September 12th, 2006 • Adsero Corp • Computer & office equipment • New York
This Amended and Restated Supply Agreement dated as of September 5, 2006 (the “Agreement”), is by and between TURBON INTERNATIONAL, INC., a corporation organized pursuant to the laws of State of Pennsylvania (“Turbon”) and TECKN-O-LASER GLOBAL COMPANY, a Nova Scotia, Canada unlimited liability corporation (“Purchaser”) (hereinafter Turbon and Purchaser are also referred to collectively as the “Parties” and each individually as a “Party”). This Agreement amends and restates that certain Supply Agreement among the Parties, dated as of August 4, 2006 (the “Original Agreement”).
PROMISSORY NOTEAdsero Corp • November 23rd, 2005 • Blank checks • Delaware
FOR VALUE RECEIVED, the undersigned, ADSERO CORPORATION, a Delaware corporation (hereinafter referred to as “Borrower”), hereby promises to pay to TURBON INTERNATIONAL INC., a Pennsylvania corporation (hereinafter referred to as “Lender”), the principal amount of US $2,800,000.00 together with interest thereon at the annual rate set forth below on the unpaid principal balance hereof. This promissory note (the “Note”), along with the guaranty from Teckn-O-Laser Global Company, a Nova Scotia Unlimited Liability Company and subsidiary of Borrower, which is an integral part of this transaction, is given pursuant to that certain Loan Agreement by and between Borrower and Lender, dated November 4, 2005 (the “Loan Agreement”); each capitalized term used herein but not defined herein shall have the meaning assigned to such term in the Loan Agreement.
EXHIBIT 10(A) - EXCLUSIVE AGREEMENT FOR DISTRIBUTION OF PRODUCT AMENDMENT TO THE AGREEMENT FOR SALE AND PURCHASE OF ASSETS OF ASSEMBLY SERVICES UNLIMITED, INC. D/B/A WILDAN SERVICES AND MEMBERSHIP CERTIFICATES OF BRITTANY LLC AND PLAN OF...Reink Corp • February 28th, 2001 • Miscellaneous chemical products
LOAN AGREEMENTLoan Agreement • November 23rd, 2005 • Adsero Corp • Blank checks • Delaware
This Loan Agreement (the “Agreement”) is made as of November 4, 2005, by and among Adsero Corporation, a Delaware corporation (“Borrower”), Turbon International Inc., a Pennsylvania corporation (“Lender”) and Teckn-O-Laser Global Company, a Nova Scotia Unlimited Liability Company and wholly owned subsidiary of Borrower (“Guarantor”).
ASSET PURCHASE AGREEMENT Dated as of June 20, 2006 by and among TECKN-O-LASER GLOBAL COMPANY and TECKNOLASER USA, INC., as Sellers and TURBON INTERNATIONAL, INC., as BuyerAsset Purchase Agreement • June 22nd, 2006 • Adsero Corp • Computer & office equipment • New York
THIS ASSET PURCHASE AGREEMENT, dated as of June 20, 2006, is made and entered into by and among Turbon International, Inc., a corporation organized pursuant to the laws of State of Pennsylvania (“Buyer”), on the one hand, and Teckn-O-Laser Global Company, an unlimited liability corporation organized pursuant to the laws of Nova Scotia, Canada (“TOL Global”), and Tecknolaser USA, Inc., a Delaware corporation (“TOL USA”), on the other hand (each a “Seller” and collectively, the “Sellers”).
Mr. William Smith Teckn-O-Laser Company Teckn-O-Laser Global Company Adsero Corp Tecknolaser USA inc. Sainte-Julie (Québec) J3E 1Z8 Re: Standstill Agreement Dear Mr. Smith:Adsero Corp • February 14th, 2006 • Computer & office equipment • Quebec
WHEREAS according to the terms and conditions set out in the letter of offer dated and signed on December 23, 2004, National Bank of Canada (“NBC”) agreed to grant to Teckn-O-Laser Company (“Teckn-O-Laser”) credit facilities in the total amount of $ 3,800,000 (said letter of offer if and as subsequently modified is hereinafter designated as the “Letter of offer”);
AGREEMENT ON THE OBLIGATION TO ACCEPT A PUBLIC OFFERAdsero Corp • June 28th, 2005 • Blank checks
LOAN GUARANTYLoan Guaranty • November 23rd, 2005 • Adsero Corp • Blank checks • Delaware
The undersigned, Teckn-O-Laser Global Company, a Nova Scotia Unlimited Liability Corporation (the “Guarantor”), in order to induce Turbon International Inc., a Pennsylvania corporation (the “Lender”), as lender, to enter into a certain Loan Agreement dated November 4, 2005 (the “Loan Agreement”) with Adsero Corporation, a Delaware corporation (the “Borrower”), as borrower, does hereby agree as follows:
AGREEMENT ON THE OBLIGATION TO ACCEPT A PUBLIC OFFERAdsero Corp • June 28th, 2005 • Blank checks
ADSERO CORP. and YAC CORP. andPurchase and Support Agreement • February 4th, 2005 • Adsero Corp • Blank checks • Quebec
AGREEMENT ON THE OBLIGATION TO ACCEPT A PUBLIC OFFERAdsero Corp • June 28th, 2005 • Blank checks
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENTReink Corp • May 21st, 2001 • Miscellaneous chemical products
