ENABLE HOLDINGS, INC. CLASS A COMMON STOCK PURCHASE WARRANTEnable Holdings, Inc. • December 3rd, 2008 • Retail-catalog & mail-order houses
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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2008 • uBid.com Holdings, Inc. • Retail-catalog & mail-order houses • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 15, 2008, by and between UBID.COM HOLDINGS, INC., a Delaware corporation, (the "Company"), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 3rd, 2008 • Enable Holdings, Inc. • Retail-catalog & mail-order houses • Illinois
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 14th, 2008 • Enable Holdings, Inc. • Retail-catalog & mail-order houses • New York
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”).
Exhibit I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the...Joint Filing Agreement • February 7th, 2006 • Cape Coastal Trading Corp • Retail-catalog & mail-order houses
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, $0.001 par value, of Cape Coastal Trading Corporation, a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
INDEMNITY AGREEMENTIndemnity Agreement • January 5th, 2006 • Cape Coastal Trading Corp • Wholesale-durable goods • Delaware
This INDEMNITY AGREEMENT (the “Agreement”) is dated as of ____________, 2005 and is made by and between Cape Coastal Trading Corporation, a Delaware corporation (the “Company”), and ____________________, an officer or director of the Company (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2010 • Enable Holdings, Inc. • Retail-catalog & mail-order houses • Illinois
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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2006 • Cape Coastal Trading Corp • Wholesale-durable goods • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December __, 2005, by and among Cape Coastal Trading Corporation, a Delaware corporation (the “Company”), uBid, Inc., a Delaware corporation with headquarters located at 8550 West Bryn Mawr Avenue, Suite 200, Chicago, IL 60631 (“uBid”) and the investors listed on the Schedule of Investors attached hereto as Exhibit A-1 or A-2, as such Exhibits may be amended from time-to-time (individually, an “Investor” and collectively, the “Investors”).
INCENTIVE STOCK OPTION AGREEMENT UBID.COM HOLDINGS, INC.Incentive Stock Option Agreement • May 20th, 2008 • uBid.com Holdings, Inc. • Retail-catalog & mail-order houses
THIS AGREEMENT, made effective as of this 15th day of May, 2008, (the “Issue Date”) by and between Ubid.com Holdings, Inc., a Delaware corporation (the “Company”), and Glenn R. Weisberger (“Participant”).
CAPE COASTAL TRADING CORPORATION FORM OF WARRANTCape Coastal Trading Corp • January 5th, 2006 • Wholesale-durable goods • New York
Cape Coastal Trading Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, ____________________ or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of _________ (X,XXX) shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares issuable under the warrants, the “Warrant Shares”) at an exercise price equal to $4.50 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from the date hereof and through and including October 3, 2008 (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (“Warrant”) is being issued in connection with the Merger and is one of a series of similar warrants issued pursuant to the Merger but subject to, where applicable, the terms of that certain Securities Purchase Agreement, dated as of December 22, 2005, by
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 14th, 2005 • Cape Coastal Trading Corp • Miscellaneous furniture & fixtures • New York
STOCK PURCHASE AGREEMENT, dated as of January 6, 2005 (this “Agreement”), by and among the Cape Coastal Trading Corporation, a New York Corporation (the “Company”), the persons listed on Schedule A to this Agreement (each a “Seller” and collectively, the “Sellers”) and the persons listed on Schedule B to this Agreement (each a “Purchaser” and collectively, the “Purchasers”). The Company, each Seller and each Purchaser are referred to herein as a “Party” and collectively, as the “Parties”.
EX-10.3 REGISTRATION RIGHTS AGREEMENT Exhibit 10.3 [REGISTRATION RIGHTS AGREEMENT] This Registration Rights Agreement (this Agreement) is by and between CAPE COASTAL TRADING CORPORATION, a New York corporation (the Company), and _________________ (the...Registration Rights Agreement • August 12th, 2003 • Cape Coastal Trading Corp • Miscellaneous furniture & fixtures • New York
NONQUALIFIED STOCK OPTION AGREEMENT UBID.COM HOLDINGS, INC.Nonqualified Stock Option Agreement • September 26th, 2007 • uBid.com Holdings, Inc. • Retail-catalog & mail-order houses
THIS AGREEMENT, made effective as of this 21st day of September, 2007 (the “Issue Date”), by and between uBid.com Holdings, Inc., a Delaware corporation (the “Company”), and Jeffrey D. Hoffman (“Participant”).
CREDIT AND SECURITY AGREEMENT BY AND BETWEEN uBID.COM HOLDINGS, INC. AND UBID, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION Acting through its WELLS FARGO BUSINESS CREDIT operating division May 9, 2006Credit and Security Agreement by And • May 10th, 2006 • uBid.com Holdings, Inc. • Retail-catalog & mail-order houses • Wisconsin
uBID.COM HOLDINGS, INC., a Delaware corporation (“uBid.Com”), and UBID, INC., a Delaware corporation (“uBid”), each Borrower are hereafter, unless referenced individually, collectively referred to as the (“Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”) through its WELLS FARGO BUSINESS CREDIT operating division, hereby agree as follows:
AGREEMENTAgreement • March 31st, 2010 • Enable Holdings, Inc. • Retail-catalog & mail-order houses • Illinois
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”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 9th, 2006 • Cape Coastal Trading Corp • Wholesale-durable goods
The undersigned hereby agree to file a joint Schedule 13D with respect to the interests of the undersigned in Cape Coastal Trading Corporation and that the Schedule 13D to which this Exhibit 1 is attached is being filed on behalf of each of the undersigned.
DEBENTURE MODIFICATION AND FOURTH EXTENSION AGREEMENTDebenture Modification • August 21st, 2009 • Enable Holdings, Inc. • Retail-catalog & mail-order houses
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.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 14th, 2005 • Cape Coastal Trading Corp • Miscellaneous furniture & fixtures • New York
ASSET PURCHASE AGREEMENT, dated January 13, 2005, between CAPE COASTAL TRADING CORPORATION, a New York corporation having an address at 350 Fifth Avenue, Suite 3304, New York, NY 10018 (the “Company”) an KWAJO SARFOH, an individual having an address at 350 Fifth Avenue, Suite 3304, New York, NY 10018 (the “Buyer”).
December 29, 2005Securities Purchase Agreement • January 5th, 2006 • Cape Coastal Trading Corp • Wholesale-durable goods • New York
This Lock-Up Letter Agreement is being delivered to you in connection with the Securities Purchase Agreement (the “Purchase Agreement”), dated as of December 22, 2005 by and among Cape Coastal Trading Company (the “Company”), uBid, Inc. and the investors party thereto (the “Investors”), with respect to the issuance of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”) and warrants to acquire additional shares of Common Stock. Terms not defined herein have the meaning given them in the Purchase Agreement.
May 20, 2009Letter Agreement • May 27th, 2009 • Enable Holdings, Inc. • Retail-catalog & mail-order houses • California
INTERIM LOAN AGREEMENTInterim Loan Agreement • October 16th, 2009 • Enable Holdings, Inc. • Retail-catalog & mail-order houses
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”).
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 AGREEMENTService and Participation Agreement • December 8th, 2009 • Enable Holdings, Inc. • Retail-catalog & mail-order houses • Florida
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”)].
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • April 27th, 2007 • uBid.com Holdings, Inc. • Retail-catalog & mail-order houses • Massachusetts
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”), is effective this 25 day of April, 2007, by and between uBid.com Holdings, Inc., a Delaware corporation (the “Buyer”), and the holders of Company stock listed on Schedule A attached hereto (the “Sellers”). The Buyer and Sellers may be collectively referred to as the “parties” or singularly referred to as a “party.”
DEBENTURE MODIFICATION AND EXTENSION AGREEMENTDebenture Modification • January 20th, 2009 • Enable Holdings, Inc. • Retail-catalog & mail-order houses
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.
RESTRICTED STOCK AGREEMENT UBID.COM HOLDINGS, INC.Restricted Stock Agreement • February 19th, 2008 • uBid.com Holdings, Inc. • Retail-catalog & mail-order houses
THIS AGREEMENT, made effective as of this ____ day of ____________, 2008, by and between uBid.com Holdings, Inc., a Delaware corporation (the “Company”), and _________________________ (“Participant”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 16th, 2008 • uBid.com Holdings, Inc. • Retail-catalog & mail-order houses • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 15, 2008, by and between UBID.COM HOLDINGS, INC., a Delaware corporation (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
ENABLE HOLDINGS, INC. COMMON STOCK PURCHASE WARRANTEnable Holdings, Inc. • May 4th, 2009 • Retail-catalog & mail-order houses • Illinois
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).
SECURITY AGREEMENTSecurity Agreement • October 22nd, 2008 • Enable Holdings, Inc. • Retail-catalog & mail-order houses • Illinois
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”).
FORBEARANCE AGREEMENTForbearance Agreement • September 30th, 2008 • Enable Holdings, Inc. • Retail-catalog & mail-order houses • Wisconsin
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.
FORM OF AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 28th, 2006 • uBid.com Holdings, Inc. • Retail-catalog & mail-order houses
This Amendment No. 1 to the Securities Purchase Agreement dated February 28, 2006 (this “Amendment”), by and among uBid.com Holdings, Inc., a Delaware corporation formerly known as Cape Coastal Trading Corporation, a Delaware corporation (the “Company”), uBid, Inc., a Delaware corporation with headquarters located at 8550 West Bryn Mawr Avenue, Suite 200, Chicago, IL 60631 (“uBid”) and the investors listed on the Schedule of Investors attached to Exhibit A-1 or A-2 to that certain Securities Purchase Agreement (the “Original Agreement”) dated December 22, 2005 (individually, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • May 4th, 2009 • Enable Holdings, Inc. • Retail-catalog & mail-order houses • Illinois
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”).
SERVICES AGREEMENTServices Agreement • August 24th, 2004 • Cape Coastal Trading Corp • Miscellaneous furniture & fixtures • New York
This Consulting Services Agreement dated August 16, 2004 (“Agreement”) is by and between, Cape Coastal Trading Corporation, (“Company”) and Albert Ofori (“Consultant”).
Re: Separation Agreement and Release Dear Glenn:Enable Holdings, Inc. • March 31st, 2010 • Retail-catalog & mail-order houses • Illinois
As you know, your employment with Enable Holdings, Inc. (“the Company”) ended on July 29, 2009. Although not required to do so, the Company would like to offer you separation pay to ease your transition to new employment. 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.
PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made effective as of the 12th day of August, 2004 (the “Effective Date”), by and among Adongo’s Leather Enterprise, a corporation organized under the laws of Ghana,...Purchase and Sale Agreement • August 24th, 2004 • Cape Coastal Trading Corp • Miscellaneous furniture & fixtures • New York
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Vendor and the Purchaser do hereby agree as follows:
10.2 Escrow Agreement] ESCROW AGREEMENTEscrow Agreement • January 14th, 2005 • Cape Coastal Trading Corp • Miscellaneous furniture & fixtures • New York
ESCROW AGREEMENT, dated as of January 6, 2005 (“Agreement”), among the Law Offices of Robert L. B. Diener (the “Escrow Agent”), David Loev (the “Seller Representative”), as representative of certain sellers of common shares of Cape Coastal Trading Corporation, a New York corporation (the “Company”) and Peter Zachariou, as representative of certain purchasers under the Stock Purchase Agreement (the “Purchaser Representative”). The Escrow Agent, the Seller Representative and the Purchaser Representative are sometimes individually referred to herein as a “Party” and collectively, as the “Parties”.
