COMMON STOCK PURCHASE WARRANT UNITED BENEFITS & PENSION SERVICES, INC.United Benefits & Pension Services, Inc. • March 31st, 2008 • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ (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 fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from United Benefits & Pension Services, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, $.00001 par value per share (the “Common Stock”), of the Company. 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).
SECURITY AGREEMENTSecurity Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • New York
SECURITY AGREEMENT, dated as of November 30, 2007 (this “Agreement”), among Associated Third Party Administrators, a California corporation ( the “Company”), United Benefits & Pension Services, Inc., a Delaware corporation (”UBPS”) and all of the Subsidiaries of the Company (other than Trust Benefits Online, LLC) (UBPS and such subsidiaries, the “Guarantors”) (the Company, UBPS and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s Senior Secured Notes due May 30, 2011 in the original aggregate principal amount of $8,000,000 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 30, 2007, between United Benefits & Pension Services, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (the “Purchasers”).
ContractUnited Benefits & Pension Services, Inc. • March 31st, 2008 • New York
THIS SECURITY 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 SECURITY AND MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • New York
Employment Agreement, dated as of December 17, 2007, by and between Richard E. Stierwalt, an individual with an address at [___________________] (“Executive”), and United Benefits & Pension Services, Inc., a Delaware Corporation, with its principal office located at 501 Kings Highway East, Suite 108, Fairfield, Connecticut 06825 (the “Company”).
REVENUE ESCROW AGREEMENTRevenue Escrow Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • New York
THIS REVENUE ESCROW AGREEMENT (this “Revenue Escrow Agreement”) made as of December 17, 2007, by and among United Benefits & Pension Services, Inc., a Delaware corporation (the “Parent”), Tom Weston (“Stockholders’ Representative”, and together with Parent, sometimes referred to individually as “Party” or collectively as the “Parties”) and JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • California
This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made this 27th day of February, 2008, by and between TRUST BENEFITS ONLINE, LLC, a Delaware limited liability company ("Assignor"), and, BENEFITS TECHNOLOGIES, LLC, a Delaware limited liability company ("Assignee").
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • California
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is dated as of December 17, 2007 among United Benefits & Pension Services, Inc., a Delaware corporation (“Parent”), and [____________________] (the “Stockholder”).
BUSINESS PROTECTION AGREEMENT - ATPABusiness Protection Agreement - Atpa • March 31st, 2008 • United Benefits & Pension Services, Inc. • California
THIS BUSINESS PROTECTION AGREEMENT ("Agreement") is made this 27th day of February, 2008, by and between BENEFITS TECHNOLOGIES, LLC, a Delaware limited liability company (the "Company") and ASSOCIATED THIRD PARTY ADMINISTRATORS, a California corporation ("ATPA").
AGREEMENT AND PLAN OF MERGER Dated as of November 30, 2007 among UNITED BENEFITS & PENSION SERVICES, INC., UBPS ACQUISITION SUB, INC., ASSOCIATED THIRD PARTY ADMINISTRATORS and CERTAIN STOCKHOLDERS OF ASSOCIATED THIRD PARTY ADMINISTRATORSAgreement and Plan of Merger • March 31st, 2008 • United Benefits & Pension Services, Inc. • New York
AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of November 30, 2007, among United Benefit Pension Services, Inc., a Delaware corporation (“Parent”), UBPS Acquisition Sub, Inc., a California corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Associated Third Party Administrators, a California corporation (the “Company”) and John Sweeney, Tom Weston, David Krier, Michael Schumacher, Robert Glaza, Peter Herrling, James Vernor and Michael McCormick (the “Principal Stockholders”).
LIMITED LIABILITY COMPANY AGREEMENT OF BENEFITS TECHNOLOGIES, LLCLimited Liability Company Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT OF BENEFITS TECHNOLOGIES, LLC ("Agreement") is made as of January 31, 2008, by and among the initial Members listed in Exhibit A to this Agreement, and pursuant to the Act and the Certificate of Formation, as either may be amended from time to time. In consideration of their mutual promises, the parties to this Agreement agree as follows:
Name and Address of Client: Associated Third Party Administrators Alameda, CA 94502 INFORMATION CONCEPTS, INC.(“ICI”) and ASSOCIATED THIRD PARTY ADMINISTRATORS, INC. ("Client") hereby agree as follows:Pledge Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • California
Any controversy or claim arising out of or relating to this agreement, or the making, performance, or interpretation thereof including fee disputes or claims of malpractice, negligence, malfeasance or breach of fiduciary duty shall be resolved by binding arbitration in accordance with the then current applicable Rules of the American Arbitration Association, and the arbitration proceeding shall be held in Los Angeles, California, and the arbitrators shall follow California law, allow discovery where appropriate and be experienced in the subject matter of the matter in dispute. Judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy.
SUBORDINATED SECURED PROMISSORY NOTE AND PLEDGE AGREEMENTNote and Pledge Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • New York
FOR VALUE RECEIVED, UNITED BENEFITS & PENSION SERVICES, INC. (the “Maker”), a Delaware corporation, promises to pay to the order of Tom Weston (“Holder”), as agent for the Company Stockholders (as defined below), the principal sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($2,500,000.00), in accordance with, and subject to, the terms of that certain Client Escrow Agreement, dated as of even date herewith (the “Escrow Agreement”), by and among the Maker, the Holder, and the JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”).
CLIENT ESCROW AGREEMENTClient Escrow Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • New York
THIS CLIENT ESCROW AGREEMENT (this “Client Escrow Agreement”) made as of December 17, 2007, by and among United Benefits & Pension Services, Inc., a Delaware corporation (the “Parent”), Tom Weston (“Stockholders’ Representative”, and together with Parent, sometimes referred to individually as “Party” or collectively as the “Parties”), and JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2007 between Associated Third Party Administrators, a California corporation whose principal place of business is located at 1640 South Loop Road, Alameda, CA 94502 (“ATPA” or the “Company”), United Benefits & Pension Services, Inc. (solely with respect to Article 4) and each of the Purchaser(s) identified on the signature pages hereto (including their successors and assigns, the “Purchaser(s)”).
AMENDED AND RESTATED SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTSecured Convertible Note Purchase Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • New York
THIS AMENDED AND RESTATED SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT is made as of this 15th day of October, 2007 by and between United Benefits & Pension Services, Inc., a Delaware corporation (the “Company”) and the parties signatory hereto and identified in Schedule A hereto (hereinafter collectively referred to as the “Purchasers” or the “Buyers”).
PLEDGE AGREEMENTPledge Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • California
THIS PLEDGE AGREEMENT (“Agreement”) is entered into as of this 27th day of February, 2008, by and among ASSOCIATED THIRD PARTY ADMINISTRATORS (“Pledgor”) and INFORMATION CONCEPTS, INC. (“Pledgee or Secured Party”).
ASSET CONTRIBUTION AND COMBINATION AGREEMENTAsset Contribution and Combination Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • California
THIS ASSET CONTRIBUTION AND COMBINATION AGREEMENT (this "Agreement") is entered into on January 31, 2008, by and among TRUST BENEFITS ONLINE, LLC, a Delaware limited liability company ("TBOL"), INFORMATION CONCEPTS, INC., a California corporation ("ICI"), ASSOCIATED THIRD PARTY ADMINISTRATORS, INC., a California corporation ("ATPA"), SCOTT VANDEURSEN ("VanDeursen"), BRUCE L. BILLER (“Biller”), RONALD JENSEN (“Jensen”), and BENEFITS TECHNOLOGIES, LLC, a Delaware limited liability company (the "Company") (each party shall sometimes be referenced to herein as a "Party" and, collectively, as the "Parties").
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • New York
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of December 17, 2007, by and between Thomas Mackell, an individual residing at _________________________________ (the “Consultant”), and United Benefits & Pension Services, Inc., a Delaware corporation having an address at 501 Kings Highway East, Suite 108, Fairfield, Connecticut 06825 (the “Company”).
SIDE LETTER RE: CLOSING MATTERSUnited Benefits & Pension Services, Inc. • March 31st, 2008
THIS SIDE LETTER RE: CLOSING MATTERS (this "Side Letter") is entered into as of February 27, 2008 by and among TRUST BENEFITS ONLINE, LLC, a Delaware limited liability company ("TBOL"), INFORMATION CONCEPTS, INC., a California corporation ("ICI"), ASSOCIATED THIRD PARTY ADMINISTRATORS, INC., a California corporation ("ATPA"), SCOTT VANDEURSEN ("VanDeursen"), BRUCE L. BILLER, RONALD JENSEN, and BENEFITS TECHNOLOGIES, LLC, a Delaware limited liability company (the "Company") (each party shall sometimes be referenced to herein as a "Party" and, collectively, as the "Parties"). Reference is made herein to that certain Asset Contribution and Combination Agreement by and among the Parties (the "Contribution Agreement"). Capitalized terms that are not defined in this Side Letter shall have the meanings given to such terms in the Contribution Agreement.
REGISTRATION RIGHTSUnited Benefits & Pension Services, Inc. • March 31st, 2008
The Holder shall be entitled to any and all of the rights of the Purchasers pursuant to a Registration Rights Agreement dated as of December 17, 2007 (the “RRA”) among United Benefits & Pension Services, Inc. (the “Company”) and several purchasers signatory thereto. For all purposes the “Registrable Securities” (as defined below) shall be deemed Registrable Securities pursuant to that RRA and the Holder of this Warrant, any other Placement Agent Warrant (collectively, the “Warrants”) and/or any Warrant Shares shall be deemed a “Holder” pursuant to the terms of the RRA.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 17, 2007 among United Benefits & Pension Services, Inc., a Delaware corporation (“UBPS”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • California
This Administrative Services Agreement ("Agreement") is made as of February 27, 2008 (“Effective Date”), by and between ASSOCIATED THIRD PARTY ADMINISTRATORS, a California corporation ("ATPA") and, BENEFITS TECHNOLOGIES, LLC, a Delaware limited liability company,("Company").
GUARANTEEGuarantee • March 31st, 2008 • United Benefits & Pension Services, Inc. • New York
GUARANTEE, dated as of November 30, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the Purchasers signatory (collectively, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between United Benefits and Pension Services, Inc., a Delaware corporation (“UBPS”), Associated Third Party Administrators, a California corporation (the “Company”) and the Purchasers.
