Cooperative Holdings Inc Sample Contracts

Cooperative Holdings Inc – PROMISSORY NOTE (June 5th, 2000)

1 Exhibit 10.8 PROMISSORY NOTE Roseland, New Jersey $1,000,000.00 together with interest at the rate of 7% per annum November 30, 1998 ON DEMAND, and for value received, the undersigned, Patrick Lombardi and Louis Lombardi, promise to pay to the order of COOPERATIVE COMMUNICATIONS, INC., the sum of One Million dollars and no cents ($1,000,000.00) with interest at the rate of Seven Percent (7%) per annum, from the date hereof until fully paid. Same shall be for Thirty (30) years in 360 equal and consecutive monthly installments of $6,653.10 which includes interest at the rate aforesaid. Payments shall be made at 420 Washington Avenue, Belleville, New Jersey unless the holder notif

Cooperative Holdings Inc – AMENDMENT NO. 1 TO PROMISSORY NOTE (June 5th, 2000)

1 Exhibit 10.10 AMENDMENT NO. 1 TO PROMISSORY NOTE DATED NOVEMBER 30, 1998 The undersigned hereby amend that certain Promissory Note dated November 30, 1998, effective as of November 30, 1998 1. The interest rate shall be nine and one-half percent (9.5%). 2. The term shall be twenty (20) years, payable in 240 equal and consecutive monthly installments of $9,321.31. 3. All other terms and conditions of the Promissory Note shall remain in full force and effect. WITNESS: /s/ Louis Lombardi, Sr. ---------------------------- LOUIS LOMBARDI, SR. /s/ Dawn B. Androsky /s/ Theresa M. Lombardi ------------------------

Cooperative Holdings Inc – OFFSET AGREEMENT (June 5th, 2000)

1 Exhibit 10.11 OFFSET AGREEMENT THIS OFFSET AGREEMENT ("Agreement") is made and entered into as of the 1st day of January, 2000, by and between Cooperative Communications, Inc., a New Jersey corporation ("Tenant") and Louis Lombardi ("Louis") and the Estate of Patrick Lombardi, as successor-in-interest to Patrick Lombardi ("Patrick"; Louis and Patrick shall hereinafter be collectively referred to as the "Landlord"). W I T N E S S E T H: WHEREAS, Landlord and Tenant have entered into a certain Lease, dated December 1, 1998, with respect to certain real property and improvements thereon located at 412-420 Washington Avenue, Belleville, New Jersey (the "Lease"); and WHEREAS, Landlord, as maker, has executed and delivered to Tenant, as payee, a certain Promissory Note, dated November 30, 1998, in the principal amount of One

Cooperative Holdings Inc – AMENDMENT NO. 1 TO LEASE OF PORTION OF PREMISES (June 5th, 2000)

1 Exhibit 10.9 AMENDMENT NO. 1 TO LEASE OF PORTION OF PREMISES AT 412-420 WASHINGTON AVENUE, BELLEVILLE, NEW JERSEY 07109 Effective as of December 1, 1998, the undersigned hereby amend that certain Lease of Portion of Premises at 412-420 Washington Avenue, Belleville, New Jersey 07109, dated as of December 1, 1998, as follows: 1. Section 1.1 shall read in its entirety: "Demise and Premises. Landlord hereby leases to Tenant and Tenant hereby rents from Landlord certain premises, including a parking area (the "Premises"), known as 412-420 Washington Avenue, Belleville, Essex County, New Jersey and as particularly delineated on EXHIBIT A Annexed hereto." 2. Section 2.1 shall read in its entirety: "

Cooperative Holdings Inc – CERTIFICATE OF INCORPORATION (April 7th, 2000)

1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF COOPERATIVE HOLDINGS, INC. Pursuant to Section 101 of the Delaware General Corporation Law (the "Law"), the undersigned Company hereby executes this Certificate of Incorporation. FIRST: The name of the company is Cooperative Holdings, Inc. (the "Company"). SECOND: The Company's registered office in the State of Delaware is located at Corporation Service Company, 1013 Centre Road, City of Wilmington, County of New Castle, Delaware 19805. The name of its registered agent at such address is Corporate Service Company. THIRD: The purpose or purposes for which the Company is organized is to engage in any lawful activity within the purposes for which corporations may be organized under the Law. FOURTH: The total number of shares of a

Cooperative Holdings Inc – PLAN OF REORGANIZATION AND EXCHANGE AGREEMENT (April 7th, 2000)

1 Exhibit 10.2 PLAN OF REORGANIZATION AND EXCHANGE AGREEMENT THIS AGREEMENT dated as of March 20, 2000 between Cooperative Holdings, Inc., a Delaware corporation ("Cooperative Holdings"), Cooperative Communications, Inc., a New Jersey corporation ("Cooperative Communications"), The Louis A. Lombardi 1996 Family Limited Partnership, The Patrick C. Lombardi 1996 Family Limited Partnership and Louis A. Lombardi, Jr. (each a "Stockholder", and collectively, the "Stockholders") and Keith Fallon (the "Optionholder"). The Stockholders and the Optionholder are sometimes collectively referred to herein as, the "Holders". W I T N E S S E T H: WHEREAS, the Holders seek to reorganize (the "Reorganization") Cooperative Communications to facilitate an initial public offering under the Securities Act of 1933, and in connection therewith, seek to exchange all o

Cooperative Holdings Inc – 2000 STOCK PLAN (April 7th, 2000)

1 Exhibit 10.6 COOPERATIVE HOLDINGS, INC. 2000 STOCK PLAN 1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Non-Employee Directors (as hereinafter defined in Section 4(b) and Consultants (sometimes referred to herein as "Participants") of the Company and its Parent and Subsidiaries and to promote the success of the Company's business. 2. CERTAIN DEFINITIONS. As used herein, the following definitions shall apply: (a) "Award" or "Awards," except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock Awards and Stock Awards. (b) "Board" means the Board of Directors of the

Cooperative Holdings Inc – EMPLOYMENT AGREEMENT (April 7th, 2000)

1 Exhibit 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 20th day of March, 2000 (the "Effective Date") by and between Cooperative Holdings, Inc., a Delaware corporation with its principal place of business at 412-420 Washington Avenue, Belleville, New Jersey 07109 (the "Company"), and Louis A. Lombardi, Jr. (the "Employee"). WITNESSETH: WHEREAS, the Company desires to secure the employment of the Employee in accordance with the provisions of this Agreement; and WHEREAS, the Employee desires and is willing to accept employment with the Company in accordance herewith. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Term. The Company hereby agrees to employ the Employee and th

Cooperative Holdings Inc – UNDERWRITING AGREEMENT (April 7th, 2000)

1 Exhibit 1 UNDERWRITING AGREEMENT COOPERATIVE HOLDINGS, INC. (a Delaware corporation) [______________] Shares of Common Stock (Par Value $.01 Per Share) [ ], 2000 PENNSYLVANIA MERCHANT GROUP ROTH CAPITAL PARTNERS, INC. as Representatives of the several Underwriters named in Schedule A attached hereto c/o Pennsylvania Merchant Group Four Falls Corporate Center West Conshohocken, Pennsylvania 19428 Ladies and Gentlemen: Cooperative Holdings, Inc, a Delaware corporation (the "Company"), and the stockholder listed in Schedule B hereto (the "Selling Stockholder"), confirm their respective agreements with Pennsylvania Merchant Group ("PMG"), Roth Capital Partners, Inc. and each of the other Underwriters named in Schedule A hereto (collectively, the "Underwriters", which term shall also include any

Cooperative Holdings Inc – INDEMNIFICATION AGREEMENT (April 7th, 2000)

1 Exhibit 10.3 COOPERATIVE HOLDINGS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of March 20, 2000, by and between Cooperative Holdings, Inc., a Delaware corporation (the "Company"), and _____________________________ ("Indemnitee"). WHEREAS, Indemnitee is an officer and/or director of the Company and performs a valuable service in such capacity for the Company; WHEREAS, the Company and Indemnitee recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability insurance may be limited; WHEREAS, the Company and Indemnitee further recognize the difficulty in obtaining liability insurance for its directors, officers

Cooperative Holdings Inc – CONTRIBUTION AGREEMENT (April 7th, 2000)

1 Exhibit 10.1 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this "Agreement") is made as of the 20th day of March, 2000 by and among Cooperative Holdings, Inc., a Delaware corporation ("Holdings"), and the Louis A. Lombardi 1996 Family Limited Partnership, the Patrick C. Lombardi 1996 Family Limited Partnership and Louis A. Lombardi, Jr. (collectively, the "Members"). BACKGROUND WHEREAS, the Members own all of the issued and outstanding shares of Common Stock of Holdings and all of the issued and outstanding membership interests ("Membership Interests") of Eastern Computer Services, LLC ("Eastern"); and WHEREAS, the Members desire to transfer, contribute and convey to Holdings, and Holdings desires to accept and receive from the Members, all of their membership interests in Eastern so that Eastern shall be a whol

Cooperative Holdings Inc – EMPLOYMENT AGREEMENT (April 7th, 2000)

1 Exhibit 10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 20th day of March, 2000 (the "Effective Date") by and between Cooperative Holdings, Inc., a Delaware corporation with its principal place of business at 412-420 Washington Avenue, Belleville, New Jersey 07109 (the "Company"), and Louis A. Lombardi, Sr. (the "Employee"). WITNESSETH: WHEREAS, the Company desires to secure the employment of the Employee in accordance with the provisions of this Agreement; and WHEREAS, the Employee desires and is willing to accept employment with the Company in accordance herewith. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Term. The Company hereby agrees to employ the Employee and