VOTING AGREEMENTVoting Agreement • June 22nd, 2012 • Bidz.com, Inc. • Services-business services, nec • Delaware
VOTING AGREEMENT, dated as of May 17, 2012, (this “Agreement”), by and among Glendon Group, Inc., a Delaware corporation (“Parent”), on the one hand, and David Zinberg and Marina Zinberg, on the other hand (each, a “Stockholder”).
AMENDED AND RESTATED CONTRIBUTION AGREEMENTContribution Agreement • November 21st, 2012 • Bidz.com, Inc. • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (together with all exhibits and schedules hereto, and as amended, modified or supplemented from time to time, this “Amended and Restated Agreement”) is made as of this day of November 21, 2012, by and among David Zinberg (“D Zinberg”) and Marina Zinberg (“M Zinberg” and collectively, the “Prior Contributing Stockholders”) and Sam Aframian (“S Aframian” and, collectively with the Prior Contributing Stockholders, the “Contributing Stockholders”), on the one hand, and Glendon Group, Inc., a Delaware corporation (the “Parent”), on the other hand.
EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2006 • Bidz.com, Inc. • Services-business services, nec • California
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made by and between BIDZ.COM. INC., Inc., a Delaware corporation (the "Company"), and David Zinberg ("Employee"), and is entered as of June 6, 2006 (the "Start Date").
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2007 • Bidz.com, Inc. • Services-business services, nec • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between BIDZ.COM, Inc., a Delaware corporation (the “Company”), and Claudia Y. Liu (“Employee”), and is entered as of February 21, 2007 (the “Start Date”).
CONTRIBUTION AGREEMENTContribution Agreement • June 22nd, 2012 • Bidz.com, Inc. • Services-business services, nec • Delaware
THIS CONTRIBUTION AGREEMENT (together with all exhibits and schedules hereto, and as amended, modified or supplemented from time to time, this “Agreement”) is made as of this day of May 17, 2012, by and between David Zinberg and Marina Zinberg (collectively, the “Contributing Stockholders”), on the one hand, and Glendon Group, Inc., a Delaware corporation (the “Parent”), on the other hand.
] Shares* BIDZ.COM, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2006 • Bidz.com, Inc. • Services-business services, nec • New York
ThinkEquity Partners, LLC As Representative of the Several Underwriters listed on Schedule I hereto 31 West 52nd Street, 17th Floor New York, New York 10019
AGREEMENTLock-Up Agreement • May 11th, 2011 • Bidz.com, Inc. • Services-business services, nec • California
This Consulting Agreement (this “Agreement”), dated as of May 6, 2011 (the “Commencement Date”), is being entered into by and between Bidz.com, Inc., a Delaware corporation (“Company”), and Nyu-Satsu Inc., a Nevada corporation (“Consultant”), with reference to the following matters:
JOINT FILING AGREEMENTJoint Filing Agreement • May 30th, 2012 • Bidz.com, Inc. • Services-business services, nec
This Joint Filing Agreement (this “Agreement”) is dated as of May 29, 2012 and is entered into by and among Glendon Group, Inc., a Delaware corporation and Kia Jam, its president, director and shareholder (collectively “Parent”), David Zinberg (“D Zinberg”), Marina Zinberg (“M Zinberg”), Weston Capital Management LLC, Delaware limited liability company (“Weston”) and Albert Hallac (“Hallac”).
EQUITY COMMITMENT LETTER May 17, 2012Equity Commitment Letter • July 27th, 2012 • Bidz.com, Inc. • Services-business services, nec • Delaware
This letter agreement sets forth the commitment of Weston Capital Management LLC and Weston Capital Partners Master Fund III LTD (collectively, the “Investors”), subject to the terms and conditions hereof, to purchase equity securities of Glendon Group, Inc., a Delaware corporation (“Parent”). It is contemplated that pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), to be entered into by and among BIDZ.com, Inc., a Delaware corporation (the “Company”), Parent, and Bidz Acquisition Company, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”), Acquisition Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
GUARANTEEGuarantee • July 27th, 2012 • Bidz.com, Inc. • Services-business services, nec • Delaware
GUARANTEE, dated as of May 17, 2012 (this “Guarantee”), by Weston Capital Management LLC, a Delaware limited liability company, and Weston Capital Partners Master Fund III LTD, a Cayman Islands exempt corporation (collectively, the “Guarantors” and each, a “Guarantor”), in favor of BIDZ.com, Inc., a Delaware corporation (the “Guaranteed Party”).
EXHIBIT A INDEMNIFICATION AGREEMENTIndemnification Agreement • April 22nd, 2005 • Bidz.com, Inc. • California
This Indemnification Agreement (the “Agreement”) is made as of this 1st day of November 2002 by and between BIDZ.com, Inc., a California corporation (the “Company”), and David Zinberg, an individual (“Mr. Zinberg”), with respect to the following facts:
SHARE DELIVERY AGREEMENTShare Delivery Agreement • June 22nd, 2012 • Bidz.com, Inc. • Services-business services, nec • California
THIS SHARE DELIVERY AGREEMENT (“Share Delivery Agreement”) is made as of this day of June 19, 2012, by and between David Zinberg and Marina Zinberg (individually “David Z.” and “Marina Z.” respectively, and collectively, the “Zinbergs”), on the one hand, and Glendon Group, Inc., a Delaware corporation (the “Glendon”), on the other hand.
Bidz.com, Inc. Common Stock UNDERWRITING AGREEMENTBidz.com, Inc. • June 29th, 2006 • Services-business services, nec • New York
ThinkEquity Partners, LLC As Representative of the Several Underwriters listed on Schedule I hereto 31 West 52nd Street, 17th Floor New York, New York 10019
AGREEMENT AND PLAN OF MERGER dated as of May 17, 2012 By and among BIDZ.COM, INC., GLENDON GROUP, INC., and BIDZ ACQUISITION COMPANY INC.Agreement and Plan of Merger • May 18th, 2012 • Bidz.com, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 17, 2012, is being entered into by and among BIDZ.com, Inc., a Delaware corporation (the "Company"), Glendon Group, Inc., a Delaware corporation ("Parent"), and Bidz Acquisition Company Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary").
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 17th, 2006 • Bidz.com, Inc. • Services-business services, nec
THIS AGREEMENT AND PLAN OF MERGER is dated as of March 15, 2006 (the "Agreement") by and between BIDZ.com, Inc., a Delaware corporation ("BIDZ.COM Delaware") and BIDZ.com, Inc., a California corporation ("BIDZ.COM California"). BIDZ.COM Delaware and BIDZ.COM California are sometimes referred to herein as the "Constituent Corporations".
VOTING AGREEMENTVoting Agreement • May 30th, 2012 • Bidz.com, Inc. • Services-business services, nec • Delaware
VOTING AGREEMENT, dated as of May 17, 2012, (this “Agreement”), by and among Glendon Group, Inc., a Delaware corporation (“Parent”), on the one hand, and David Zinberg and Marina Zinberg, on the other hand (each, a “Stockholder”).
CLIENT SERVICE AGREEMENTClient Service Agreement • May 8th, 2006 • Bidz.com, Inc. • Services-business services, nec • Texas
THIS CLIENT SERVICE AGREEMENT (the "Agreement") is between Administaff Companies II, L.P., ("Administaff"), a Delaware limited partnership, with its principal place of business at 19001 Crescent Springs Drive, Kingwood, Texas 77339-3802, and Bidz com. Incorporated ("Client"). Administaff is a professional employer organization, serving Client as an off-site, full service human resource department. Administaff personnel management services are delivered by entering into a co-employment relationship with Client's employees. This relationship and the allocation of responsibilities are defined in this Agreement.
ADDENDUM NO. 3 TO STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NETBidz.com, Inc. • April 1st, 2009 • Services-business services, nec
THIS ADDENDUM NO. 3 TO STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET (“Addendum”) is made as of March 26, 2009 between PAS TRUST (“Lessor”), and BIDZ.COM, INC., a Delaware corporation (“Lessee”), with reference to the following facts:
BIDZ.COM, INC. INDEMNITY AGREEMENTIndemnity Agreement • March 17th, 2006 • Bidz.com, Inc. • Services-business services, nec • Delaware
THIS INDEMNITY AGREEMENT (the "Agreement") is made and entered into as of , , by and between BIDZ.COM, Inc., a Delaware corporation (the "Company"), and (the "Indemnitee").
STOCK VESTING AGREEMENTStock Vesting Agreement • March 17th, 2006 • Bidz.com, Inc. • Services-business services, nec • California
This Stock Vesting Agreement (the "Agreement") is made as of the 30th day of June 2001, by and between BIDZ.com, Inc., a California corporation (the "Company"), and Lawrence Kong, an individual ("Employee"), and is made with respect to the following facts:
LOAN AND SECURITY AGREEMENT by and amongLoan and Security Agreement • August 14th, 2006 • Bidz.com, Inc. • Services-business services, nec • Massachusetts
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of July [ ], 2006, by and among, on the one hand, LASALLE RETAIL FINANCE, A DIVISION OF LASALLE BUSINESS CREDIT, LLC as agent for LASALLE BANK MIDWEST NATIONAL ASSOCIATION, together with its respective successors and assigns (“Lender”), and, on the other hand, Bidz.com, Inc., a Delaware corporation (“Bidz DE”) and Bidz.com, Inc., a California corporation (“Bidz CA” and, together with Bidz DE, collectively, “Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2005 • Bidz.com, Inc. • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 1st day of November 2002, by and between BIDZ.com, Inc., a California corporation (the “Company”), and David Zinberg, an individual (“Employee”), and is made with respect to the following facts:
