Enable Holdings, Inc. Sample Contracts

Enable Holdings, Inc. – AGREEMENT (March 31st, 2010)

THIS AGREEMENT dated March 1, 2010 (this “Agreement”) is entered into by and among Patrick Neville (the “Executive”) and Enable Holdings, Inc. a Delaware corporation, together with its affiliates, subsidiaries and assigns (the “Company”).

Enable Holdings, Inc. – EMPLOYMENT AGREEMENT (March 31st, 2010)

THIS EMPLOYMENT AGREEMENT (“Agreement”) dated and effective as of December 29, 2009 (the “Effective Date”), between Enable Holdings, Inc., a Delaware corporation, together with its affiliates, subsidiaries, successors and assigns (the “Company”) and Miguel A. Martinez, an individual (the “Executive”).  This Agreement shall not be effective in any respect if the Company does not successfully complete the $3,750,000 private placement of the Company’s Series 1 Preferred Stock which it is undertaking immediately prior to the Effective Date.

Enable Holdings, Inc. – August 11, 2009 (March 31st, 2010)
Enable Holdings, Inc. – EMPLOYMENT AGREEMENT (March 31st, 2010)

THIS EMPLOYMENT AGREEMENT (“Agreement”) dated and effective as of December 29, 2009 (the “Effective Date”), between Enable Holdings, Inc., a Delaware corporation, together with its affiliates, subsidiaries, successors and assigns (the “Company”) and Timothy E. Takesue, an individual (the “Executive”).  This Agreement shall not be effective in any respect if the Company does not successfully complete the $3,750,000 private placement of the Company’s Series 1 Preferred Stock which it is undertaking immediately prior to the Effective Date.

Enable Holdings, Inc. – EMPLOYMENT AGREEMENT (March 31st, 2010)

THIS EMPLOYMENT AGREEMENT (“Agreement”) dated and effective as of December 29, 2009 (the “Effective Date”), between Enable Holdings, Inc., a Delaware corporation, together with its affiliates, subsidiaries, successors and assigns (the “Company”) and Amy Powers, an individual (the “Executive”).  This Agreement shall not be effective in any respect if the Company does not successfully complete the $3,750,000 private placement of the Company’s Series 1 Preferred Stock which it is undertaking immediately prior to the Effective Date.

Enable Holdings, Inc. – AGREEMENT (February 12th, 2010)

THIS AGREEMENT dated February 8, 2010 (this “Agreement”) is entered into by and among Patrick Neville (the “Executive”) and Enable Holdings, Inc. a Delaware corporation, together with its affiliates, subsidiaries and assigns (the “Company”).

Enable Holdings, Inc. – Re: Separation Agreement and Release Dear Jeff: (December 30th, 2009)

As you know, your employment with Enable Holdings, Inc. (“the Company”) ended on December 22, 2009.  The purpose of this Separation Agreement and Release letter (“Agreement”), is to set forth the specific separation pay that the Company will provide you in exchange for your agreement to the terms and conditions of this Agreement.

Enable Holdings, Inc. – CONFIDENTIAL TREATMENT REQUESTED Information market by [***] has been omitted pursuant to a request for confidential treatment. The omitted portion has been separately filed with the Securities and Exchange Commission. SERVICE AND PARTICIPATION AGREEMENT (December 8th, 2009)

This Service and Participation Agreement, dated as of September 3, 2009 (this “Agreement”), is made by and between RedTag Live, LLC, an Illinois limited liability company (“RedTag”), Enable Holdings, Inc., a Delaware corporation (“Parent”) and Lehman Partners, Inc. (“Lehman”)].

Enable Holdings, Inc. – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ENABLE HOLDINGS, INC. (October 16th, 2009)
Enable Holdings, Inc. – These securities have not been registered with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder and preemption from the registration or qualification requirements of applicable state laws under the National Securities Markets Improvement Act of 1996 or applicable exemptions from such registration provisions. 2009 CONVERTIBLE PROMISSORY NOTE (October 16th, 2009)

FOR VALUE RECEIVED, the undersigned, ENABLE HOLDINGS, INC. (“Maker” or “Company”), a Delaware corporation whose mailing address is 440 West Thorndale Avenue, Itasca, IL  60143-1335, hereby promises to pay to ______________ (“Payee”), a Delaware limited liability company whose mailing address is 667 Madison Avenue, 16th Floor, New York, New York  10065, or order, the principal sum of the aggregate amount of all Principal Advances (as defined in the Interim Loan Agreement, such agreement being defined hereinbelow) made and amounts borrowed under the Interim Loan Agreement dated as of the date set forth above between Maker, certain other lenders named therein and Payee and pursuant to which this promissory note (“Note”) is executed (“Interim Loan Agreement”) which in no event will exceed _______________, in lawful money of the United States of America for payment of private debts, together with interest (calculated on the basis of the actual number of days elapsed but computed as if each

Enable Holdings, Inc. – INTERIM LOAN AGREEMENT (October 16th, 2009)

THIS INTERIM LOAN AGREEMENT (this “Agreement”) is entered into as of the 9th day of October, 2009, by and between ENABLE HOLDINGS, INC., a Delaware corporation (“Borrower”) and HDIBU LLC, THEODORE DEIKEL, an individual, and TALOS PARTNERS LLC, a Delaware limited liability company (collectively, “Lenders”).

Enable Holdings, Inc. – CONFIDENTIAL TREATMENT REQUESTED Information market by [***] has been omitted pursuant to a request for confidential treatment. The omitted portion has been separately filed with the Securities and Exchange Commission. SERVICE AND PARTICIPATION AGREEMENT (September 10th, 2009)

This Service and Participation Agreement, dated as of September 3, 2009 (this “Agreement”), is made by and between RedTag Live, Inc., a Delaware corporation (“RedTag”), Enable Holdings, Inc., a Delaware corporation (“Parent”) and [[***] (“[***]”)].

Enable Holdings, Inc. – DEBENTURE MODIFICATION AND FOURTH EXTENSION AGREEMENT (August 21st, 2009)

THIS AGREEMENT is by and between Enable Holdings, Inc. (hereinafter referred to as “Company”), and ________ (hereinafter referred to as the “Holder”), and shall have an effective date as of the date it is fully executed by all of the parties hereto.

Enable Holdings, Inc. – DEBENTURE MODIFICATION AND THIRD EXTENSION AGREEMENT (July 14th, 2009)

THIS AGREEMENT is by and between Enable Holdings, Inc. (hereinafter referred to as “Company”), and ________ (hereinafter referred to as the “Holder”), and shall have an effective date as of the date it is fully executed by all of the parties hereto.

Enable Holdings, Inc. – Re: Capstone Investments Advisory Agreement (May 27th, 2009)

This letter agreement (this “Agreement”) will confirm the arrangements under which CapStone Investments (“CapStone”) is authorized to act as placement agent (“Agent” or “Agency”) for Enable Holdings, Inc., an entity formed under the laws of Delaware, and its affiliates and subsidiaries (“ENAB”) in connection with a proposed offering of debt and/or  equity securities of ENAB (the “Securities”).  The terms of the offering will be set forth in a separate term sheet upon completion of due diligence. The terms of this letter will expire at 5:00 p.m. on Friday, May 22, 2009, unless fully executed by duly authorized representatives of both parties.

Enable Holdings, Inc. – SECURITY AGREEMENT (May 4th, 2009)

This SECURITY AGREEMENT, dated as of April 29, 2009 (this “Agreement”), is among Enable Holdings, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors “ and together with the Company, the “Debtors”) and the holders of the Company’s 12% Senior Secured Debentures due October 29, 2011 and issued in the original aggregate Principal Amount of up to $7,500,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

Enable Holdings, Inc. – ENABLE HOLDINGS, INC. COMMON STOCK PURCHASE WARRANT (May 4th, 2009)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,                                      (the “Holder”) is entitled, upon the terms and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the ten year anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase Enable Holdings, Inc., a Delaware corporation (the “Company”), up to                              shares (the “Warrant Shares”) of Common Stock.  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).

Enable Holdings, Inc. – THIS DEBENTURE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO (May 4th, 2009)

THIS DEBENTURE is one of a series of duly authorized and validly issued 12% Senior Secured Debentures of Enable Holdings, Inc., a Delaware corporation (the “Company”), having its principal place of business at 8725 W. Higgins Road, Suite 900, Chicago, Illinois 60631, designated as its 12% Senior Secured Debenture due October 29, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”). This Debenture is one of a series of Debentures issued in connection with a Private Placement Memorandum dated as of March 9, 2009 (the “PPM”) as amended or supplemented.

Enable Holdings, Inc. – DEBENTURE MODIFICATION (April 20th, 2009)

THIS AGREEMENT is by and between Enable Holdings, Inc. (hereinafter referred to as “Company”), and ___________ (hereinafter referred to as the “Holder”), and shall have an effective date as of the date it is fully executed by all of the parties hereto.

Enable Holdings, Inc. – INDEPENDENT CONSULTING AGREEMENT (March 23rd, 2009)

This Independent Consulting Agreement (“Agreement”), effective as of the 15th day of March, 2009 (“Effective Date”) is entered into by and between Enable Holdings, Inc., a Delaware corporation (herein referred to as the “Company”), and Salzwedel Financial Communications, Inc., an Oregon corporation (herein referred to as the “Consultant”).

Enable Holdings, Inc. – DEBENTURE MODIFICATION AND EXTENSION AGREEMENT (January 20th, 2009)

THIS AGREEMENT is by and between Enable Holdings, Inc. (hereinafter referred to as “Company”), and _____ (hereinafter referred to as the “Holder”), and shall have an effective date as of the date it is fully executed by all of the parties hereto.

Enable Holdings, Inc. – ENABLE HOLDINGS, INC. CLASS B COMMON STOCK PURCHASE WARRANT (December 3rd, 2008)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ (the “Holder”) is entitled, upon the terms and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase Enable Holdings, Inc., a Delaware corporation (the “Company”), up to ___________ shares (the “Warrant Shares”) of Common Stock.  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Enable Holdings, Inc. – SECURITIES PURCHASE AGREEMENT (December 3rd, 2008)

This Securities Purchase Agreement (this “Agreement”) is dated as of November 26, 2008 between Enable Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Enable Holdings, Inc. – Contract (December 3rd, 2008)

THIS DEBENTURE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS DEBENTURE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS DEBENTURE.

Enable Holdings, Inc. – ENABLE HOLDINGS, INC. CLASS A COMMON STOCK PURCHASE WARRANT (December 3rd, 2008)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ (the “Holder”) is entitled, upon the terms and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase Enable Holdings, Inc., a Delaware corporation (the “Company”), up to ___________ shares (the “Warrant Shares”) of Common Stock.  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Enable Holdings, Inc. – Contract (October 22nd, 2008)

THIS DEBENTURE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS DEBENTURE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS DEBENTURE.

Enable Holdings, Inc. – ENABLE HOLDINGS, INC. CLASS A COMMON STOCK PURCHASE WARRANT (October 22nd, 2008)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ (the “Holder”) is entitled, upon the terms and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase Enable Holdings, Inc., a Delaware corporation (the “Company”), up to ___________ shares (the “Warrant Shares”) of Common Stock.  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Enable Holdings, Inc. – ENABLE HOLDINGS, INC. CLASS B COMMON STOCK PURCHASE WARRANT (October 22nd, 2008)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ (the “Holder”) is entitled, upon the terms and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase Enable Holdings, Inc., a Delaware corporation (the “Company”), up to ___________ shares (the “Warrant Shares”) of Common Stock.  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Enable Holdings, Inc. – SECURITY AGREEMENT (October 22nd, 2008)

This SECURITY AGREEMENT, dated as of October 16, 2008 (this “Agreement”), is among Enable Holdings, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors ” and together with the Company, the “Debtors”) and the holders of the Company’s 18% Senior Secured Debentures due January 16, 2009 and issued on October 16, 2008 in the original aggregate Principal Amount of up to $4,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

Enable Holdings, Inc. – SECURITIES PURCHASE AGREEMENT (October 22nd, 2008)

This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2008 between Enable Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Enable Holdings, Inc. – SECURITIES PURCHASE AGREEMENT (October 14th, 2008)

This Securities Purchase Agreement (this “Agreement”) is dated as of October 9, 2008 between Enable Holdings, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

Enable Holdings, Inc. – Contract (October 14th, 2008)

THIS DEBENTURE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS DEBENTURE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS DEBENTURE.

Enable Holdings, Inc. – ENABLE HOLDINGS, INC. COMMON STOCK PURCHASE WARRANT (October 14th, 2008)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Dawn Geras (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase Enable Holdings, Inc., a Delaware corporation (the “Company”), up to 3,200,000 shares (the “Warrant Shares”) of Common Stock.  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Enable Holdings, Inc. – FORBEARANCE AGREEMENT (September 30th, 2008)

THIS FORBEARANCE AGREEMENT is made and entered into as of this 25th day of September, 2008, by and between ENABLE HOLDINGS, INC., a Delaware corporation (“Enable”), UBID, INC., a Delaware corporation (“uBid”), DIBU TRADING CORP., a Delaware corporation (“DIBU”), Enable, and uBid and DIBU, each a Borrower are hereafter, unless referenced individually, collectively referred to as (the “Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its WELLS FARGO BUSINESS CREDIT OPERATING DIVISION.

Enable Holdings, Inc. – AMENDED AND RESTATED BYLAWS OF ENABLE HOLDINGS, INC. a Delaware Corporation (August 8th, 2008)

If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting stockholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment, the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record on the new record date entitled to notice under this Section.