CERAMIC PROTECTION CORPORATION STOCK OPTION AGREEMENT (U.S. Residents)Stock Option Agreement • February 10th, 2009 • Protective Products of America, Inc.
WHEREAS the Corporation has adopted a Stock Option Plan to which Participants (as defined therein) may be granted options to purchase Common Shares (“Shares”) in the capital of the Corporation;
Craig Werbicki, Senior Manager Diversified Group 9th Floor Bankers Hall East 855 – 2nd Street S.W. Calgary, Alberta.T2P 2P2 August 15, 2008 Telephone: (403)221-5355 Facsimile: (403)221-5779Protective Products of America, Inc. • April 10th, 2009 • Orthopedic, prosthetic & surgical appliances & supplies
Re: Credit Agreement dated September 21, 2004 between Ceramic Protection Corporation (the “Borrower”) and Canadian Imperial Bank of Commerce (“CIBC”), as amended by the First Amending Agreement dated May 25, 2006, the Second Amending Agreement dated March 8, 2007, the Third Amending Agreement dated September 12, 2007, the Fourth Amending Agreement dated November 14, 2007, the Fifth Amending Agreement dated January 4, 2008, the Sixth Amending Agreement dated April 11, 2008, the Seventh Amending Agreement dated June 30, 2008, the extension of deliveries letter dated July 16, 2008, the Eighth Amending Agreement dated July 31, 2008 and the extension of deliveries letter dated August 8, 2008 (as amended, the “Credit Agreement”)
SECOND AMENDING AGREEMENT TO THE CERAMIC PROTECTION CORPORATION CREDIT AGREEMENT DATED SEPTEMBER 21, 2004 THIS SECOND AMENDING AGREEMENT is made effective as of March 8, 2007,Second Amending Agreement • April 10th, 2009 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
PROTECTIVE PRODUCTS OF AMERICA, INC. as Borrower - and - CANADIAN IMPERIAL BANK OF COMMERCE as Lender, Sole Lead Arranger, Underwriter, Administrative Agent and Bookrunner - and – THOSE OTHER FINANCIAL INSTITUTIONS WHICH HEREAFTER BECOME LENDERS...Credit Agreement • April 10th, 2009 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Alberta
The Borrower has requested and the Lenders have agreed to establish a senior secured revolving loan facility, all on the terms and conditions herein set forth, and CIBC has agreed to act as Agent for the Lenders under such facilities, all on the terms and conditions and for the purposes set out in this Agreement.
LEASE AGREEMENT between N/S SAWGRASS OFFICE ASSOCIATES, LLC a Delaware limited liability company and CERAMIC PROTECTION CORPORATION a Canadian corporation Dated: April 12, 2007 Sawgrass Technology Park 1655 NW 136th Avenue, Building M Sunrise, Florida...Lease Agreement • April 10th, 2009 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS LEASE AGREEMENT (hereinafter referred to as the “Lease”) is made, entered into and effective this 12th day of April, 2007 (the “Effective Date”) by and between N/S SAWGRASS OFFICE ASSOCIATES, LLC, a Delaware limited liability company (hereinafter referred to as “Landlord”) and CERAMIC PROTECTION CORPORATION, a Canadian corporation qualified to do business in the State of Florida (hereinafter referred to as “Tenant”).
9th Floor Bunkers Hall East 855-2nd Street SW Calgary, AB, T2P2P2Protective Products of America, Inc. • April 10th, 2009 • Orthopedic, prosthetic & surgical appliances & supplies
Re: Credit Agreement dated September 21, 2004 between Ceramic Protection Corporation (now Protective Products of America, Inc., the “Borrower”) and Canadian Imperial Bank of Commerce (“CIBC”), as amended by the First Amending Agreement dated May 25, 2006, the Second Amending Agreement dated March 8, 2007, the Third Amending Agreement, dated September, 12, 2007, the Fourth Amending Agreement dated November 14, 2007, the Fifth Amending Agreement dated January 4, 2008, the Sixth Amending Agreement dated April 11, 2008, the Seventh Amending Agreement dated June 30, 2008, the extension of deliveries letter dated July 16, 2008, the Eighth Amending Agreement dated July 31, 2008, the extension of deliveries letter dated August 8,2008 the extension of deliveries letter dated August 15, 2008 and the extension of deliveries letter dated August 25, 2008 (as amended, the “Credit Agreement”).
SIXTH AMENDING AGREEMENT TO THE CERAMIC PROTECTION CORPORATION CREDIT AGREEMENT DATED SEPTEMBER 21, 2004Sixth Amending Agreement • February 10th, 2009 • Protective Products of America, Inc.
AMENDMENT NO. 1 TO WARRANT CERTIFICATE NO. __ AND CONSENT TO DOMESTICATIONAgreement • February 10th, 2009 • Protective Products of America, Inc. • Alberta
WHEREAS the Corporation issued to the Holder on •, 2007 a secured subordinated debenture (the “Debenture”) pursuant to which the Corporation has promised to pay to the Holder the principal sum of US$•;
FIFTH AMENDING AGREEMENT TO THE CERAMIC PROTECTION CORPORATION CREDIT AGREEMENT DATED SEPTEMBER 21, 2004 THIS FIFTH AMENDING AGREEMENT is made effective as of January 4, 2008,Fifth Amending Agreement • February 10th, 2009 • Protective Products of America, Inc.
CHIEF RESTRUCTURING OFFICER ENGAGEMENT LETTER AGREEMENTEngagement Letter Agreement • March 11th, 2010 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This letter confirms and sets forth the terms and conditions of my engagement as the Chief Restructuring Officer by the Company, including the scope of the services to be performed and the basis of compensation for those services. The Company is currently operating as a debtor in possession under Chapter 11 of title 11 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Florida (the “Bankruptcy Court”), in Case No. 10-10722-BKC-JKO (Jointly Administered) (the “Chapter 11 Cases”). Upon execution of this letter by each of the parties below, and entry of the Approval Order (as defined below), this letter shall constitute an agreement between the Company and myself. The Company sold substantially all of its assets on March 5, 2010, and is pursuing an orderly liquidation of its remaining assets in the Chapter 11 Cases (the “Orderly Liquidation”).
LEASE AGREEMENTLease Agreement • April 10th, 2009 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This LEASE AGREEMENT (this “Lease”) is entered into as of the day of January, 2004, by ALBRICAS, LLC, a Florida limited liability company (“Landlord”) and PROTECTIVE PRODUCTS INTERNATIONAL CORP., a Florida corporation (“Tenant”) to evidence that:
RESIDENTIAL LEASE AGREEMENTResidential Lease Agreement • April 10th, 2009 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS RESIDENTIAL LEASE AGREEMENT (“Lease”) is made and entered into as of the 1 day of January, 2007, by and between Armor World LLC, a Florida limited liability company, hereinafter referred to as “Lessor”, and PROTECTIVE PRODUCTS INTERNATIONAL, INC., hereinafter referred to as “Lessee”. [7115 Spyglass Ave. Parkland, FL 33076]
EIGHTH AMENDING AGREEMENT TO THE CERAMIC PROTECTION CORPORATION CREDIT AGREEMENT DATED SEPTEMBER 21, 2004Eighth Amending Agreement • February 10th, 2009 • Protective Products of America, Inc.
SEVENTH AMENDING AGREEMENT TO THE CERAMIC PROTECTION CORPORATION CREDIT AGREEMENT DATED SEPTEMBER 21, 2004Seventh Amending Agreement • April 10th, 2009 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
SEPARATION AGREEMENT, CONSULTING AGREEMENT AND GENERAL RELEASESeparation Agreement, Consulting Agreement and General Release • August 17th, 2009 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Separation Agreement, Consulting Agreement and General Release (this “Agreement”) is entered into as of May 13, 2009 between Protective Products of America, Inc., a Delaware corporation (the “Company”), and Stephen Giordanella (the “Executive”).
9th Floor, 855 – 2nd Street SW Calgary, Alberta T2P 2P2Protective Products of America, Inc. • April 10th, 2009 • Orthopedic, prosthetic & surgical appliances & supplies
Ceramic Protection Corporation Attention: Steve Giordanella, Chief Executive Officer 590 Sawgrass Corporate Parkway Sunrise, Florida 33325
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2009 • Protective Products of America, Inc. • Delaware
EMPLOYMENT AGREEMENT, made and entered into as of the 1st day of January, 2007, by and between Ceramic Protection Corporation a Calgary corporation (together with its successors and assigns permitted under this Agreement, the “Company”), and Steve Giordanella (the “Executive”).
AGREEMENT AND PLAN OF MERGER by and among CERAMIC PROTECTION CORPORATION and CPC HOLDING CORPORATION OF AMERICA and PP ACQUISITION CORP. and PROTECTIVE PRODUCTS INTERNATIONAL CORP. and STEPHEN GIORDANELLA, THE SOLE STOCKHOLDER OF PROTECTIVE PRODUCTS...Agreement and Plan of Merger • February 10th, 2009 • Protective Products of America, Inc. • Delaware
CERAMIC PROTECTION CORPORATION, a corporation duly incorporated under and governed by the laws of Alberta and having its head and principal office in the City of Calgary, in the Province of Alberta (hereafter referred to as “CPC”);
CIBC Commercial Banking August 25, 2008Protective Products of America, Inc. • February 10th, 2009
Ceramic Protection Corporation Attention: Jason Williams, Chief Financial Officer 1649 Northwest 136th Avenue Sunrise, Florida 33323
THIRD AMENDING AGREEMENT TO THE CERAMIC PROTECTION CORPORATION CREDIT AGREEMENT DATED SEPTEMBER 21, 2004Third Amending Agreement • April 10th, 2009 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
FIRST AMENDING AGREEMENT TO THE CERAMIC PROTECTION CORPORATION CREDIT AGREEMENT DATED SEPTEMBER 21, 2004First Amending Agreement • February 10th, 2009 • Protective Products of America, Inc.
FORBEARANCE AGREEMENTAgreement • February 10th, 2009 • Protective Products of America, Inc. • Alberta
AMENDMENT NO. 1 TO WARRANT CERTIFICATE NO. __ AND CONSENT TO DOMESTICATIONAgreement • February 10th, 2009 • Protective Products of America, Inc. • Alberta
WHEREAS the Corporation issued to the Holder on •, 2007 a secured subordinated debenture (the “Debenture”) pursuant to which the Corporation has promised to pay to the Holder the principal sum of US$•;
EMPLOYMENT AGREEMENTEmployment Agreement • October 22nd, 2009 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
This Employment Agreement (this “Agreement”) is entered into as of October 19, 2009 between Protective Products of America, Inc., a Delaware corporation (the “Company”), and R. Patrick Caldwell (the “Executive”).
FIRST AMENDING AGREEMENT TO THE PROTECTIVE PRODUCTS OF AMERICA, INC. FORBEARANCE AGREEMENT DATED AS OF JANUARY 30, 2009First Amending Agreement • July 20th, 2009 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • April 10th, 2009 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “FIRST Amendment”) dated and effective as of this 29th day of November, 2007 (the “Effective Date”) amends that certain Lease Agreement dated April 12, 2007, (the “Lease”), between N/S SAWGRASS OFFICE ASSOCIATES, LLC, a Delaware limited liability company is (“Landlord’) and CERAMIC PROTECTION CORPORATION, a Canadian corporation (“Tenant”).
FORBEARANCE AGREEMENTAgreement • April 10th, 2009 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Alberta
FOURTH AMENDING AGREEMENT TO THE CERAMIC PROTECTION CORPORATION CREDIT AGREEMENT DATED SEPTEMBER 21, 2004Fourth Amending Agreement • April 10th, 2009 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
PROTECTIVE PRODUCTS OF AMERICA, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 10th, 2009 • Protective Products of America, Inc. • Delaware
WHEREAS, the Corporation has adopted a stock option plan denominated the 2001 Non-Qualified Stock Option Plan (the “Stock Option Plan”) pursuant to which Participants (as defined therein) may be granted options to purchase shares of Common Stock of the Corporation (“Shares”); and
CERAMIC PROTECTION CORPORATION as Borrower - and - CANADIAN IMPERIAL BANK OF COMMERCE as Lender, Sole Lead Arranger, Underwriter, Administrative Agent and Bookrunner - and - THOSE OTHER FINANCIAL INSTITUTIONS WHICH HEREAFTER BECOME LENDERS UNDER THIS...Credit Agreement • April 10th, 2009 • Protective Products of America, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Alberta
The Borrower has requested and the Lenders have agreed to establish a senior secured extendible, revolving facility and a non-revolving term facility, all on the terms and conditions herein set forth, and CIBC has agreed to act as Agent for the Lenders under such facilities, all on the terms and conditions and for the purposes set out in this Agreement.
9th Floor, 855 – 2nd Street SW Calgary, Alberta T2P 2P2Protective Products of America, Inc. • February 10th, 2009
Ceramic Protection Corporation Attention: Steve Giordanella, Chief Executive Officer 590 Sawgrass Corporate Parkway Sunrise, Florida 33325
