AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 21st, 2016 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • Ohio
This Amended and Restated Executive Employment Agreement (the “Agreement”), entered into as of the latest date set forth on the signature page hereto, is retroactively effective as of September 26, 2016 (the “Effective Date”) by and between Technical Consumer Products, Inc., a Delaware corporation (the “Company”), as the employer; and Zachary Guzy (“Executive”), as the employee. The Company and Executive are referred to collectively in this Agreement as the “Parties” and individually as a “Party”.
JOINDER AGREEMENT TO THE SHAREHOLDERS’ AGREEMENT OF TCP INTERNATIONAL HOLDINGS LTD. June 24, 2014Shareholders’ Agreement • August 8th, 2014 • TCP International Holdings Ltd. • Electric lighting & wiring equipment
THIS SHAREHOLDERS AGREEMENT (the “Agreement”) made as of this 21st day of March, 2012, by and among TCP International Holdings Ltd., a Switzerland corporation (the “Corporation”), Ellis Yan, Solomon Yan and The Lillian Yan Irrevocable Stock Trust (the “Trust”, and together with Ellis Yan and Solomon Yan the “Shareholders”).
JOINDER AGREEMENT TO THE REGISTRATION RIGHTS AGREEMENT OF TCP INTERNATIONAL HOLDINGS LTD. June 24, 2014Registration Rights Agreement • August 8th, 2014 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • New York
WHEREAS, the Transfer constitutes a permitted assignment of Registrable Securities under the terms of the Registration Rights Agreement, dated March 21, 2012, by and among the Company , Ellis Yan, Solomon Yan and The Lillian Yan Irrevocable Trust, which is attached hereto as Exhibit A (the “Registration Rights Agreement”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 16th, 2014 • TCP International Holdings Ltd. • Electric lighting & wiring equipment
THIS INDEMNIFICATION AGREEMENT is made on [•], 2014, between TCP International Holdings Ltd., a corporation incorporated under the laws of Switzerland with its registered address at Alte Steinhauserstrasse 1, 6330 Cham, Switzerland (the “Company”); and [•] (“Indemnitee”).
TAX INDEMNITY AGREEMENTTax Indemnity Agreement • April 9th, 2014 • TCP International Holdings Ltd. • Electric lighting & wiring equipment
THIS TAX INDEMNITY AGREEMENT (the “Agreement”) is made and entered into between Technical Consumer Products, Inc., a Delaware corporation (the “Company”), and each of the other signatories hereto (individually, a “Shareholder”, and collectively, the “Shareholders”).
REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH TECHNICAL CONSUMER PRODUCTS, INC. (BORROWER) December 11, 2009Security Agreement • May 21st, 2014 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • Ohio
Revolving Credit and Security Agreement dated as of December 11, 2009 among Technical Consumer Products, Inc., a corporation organized under the laws of the State of Delaware (“Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 9th, 2014 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • Ohio
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 29, 2012, is made and entered into by Zhaoling Yan (“Seller”), and Ellis Yan (“Buyer”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 8th, 2015 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • Ohio
This Executive Employment Agreement (the "Agreement") is entered into as of May 1, 2013 (the "Effective Date") by and between Technical Consumer Products, Inc., a Delaware corporation ("TCP"), as the employer; and Laura Hauser ("Executive"), as the employee. TCP and Executive are referred to collectively in this Agreement as the "Parties" and individually as a "Party".
AMENDMENT NO. 4 TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • October 3rd, 2014 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • New York
This AMENDMENT NO. 4 TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into effective as of September 30, 2014, by and among TECHNICAL CONSUMER PRODUCTS, INC., a Delaware corporation (“TCP”), TECHNICAL CONSUMER PRODUCTS CANADA, INC., an Ontario corporation (“TCP Canada” and, together with TCP, the “Borrowers” and each a “Borrower”), BOWMAN LAMPS, LLC, an Ohio limited liability company (the “Subsidiary Guarantor,” and together with the Borrowers, the “Loan Parties”), the financial institutions which are a party to the Credit Agreement referred to below (collectively, the “Lenders” and each, individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as agent for Lenders (in such capacity, the “Agent”).
DATED January 3, 2013 EMPLOYMENT CONTRACT between TECHNICAL CONSUMER PRODUCTS LIMITED (CO. NO. 07098127) and THOMAS LUECKEEmployment Contract • May 21st, 2014 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • England and Wales
SUPPORT AGREEMENTSupport Agreement • December 13th, 2017 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • Delaware
This Support Agreement dated as of December 12, 2017 (this “Support Agreement”), is entered into between the persons listed on Annex A, (each, a “Yan Shareholder” and collectively, the “Yan Shareholders”) and TCP International Holdings Ltd., a Swiss company limited by shares (“TCPI”).
TCP INTERNATIONAL HOLDINGS LTD. [—] Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2014 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • New York
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2015 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • Ohio
This Employment Agreement (the “Agreement”) is entered into on December 18, 2015 (the “Agreement Date”), by and between Technical Consumer Products, Inc., a Delaware corporation (“TCP”), as the employer, and Mr. K.R. “Kaj” den Daas (“Executive”), as the employee, reflecting an effective employment date of July 2, 2015 (the “Effective Date”). TCP and Executive are referred to collectively in this Agreement as the “Parties” and individually as a “Party”. TCP International Holdings Ltd., the parent company of TCP, is referred to as “TCP International” in this Agreement, and has executed this Agreement solely for purposes of agreeing to its obligations under Section 5(b).
ContractMerger Agreement • December 13th, 2017 • TCP International Holdings Ltd. • Electric lighting & wiring equipment
Merger Agreement Dated December 12, 2017 Between TCP International Holdings Ltd.c/o SEFID Treuhand AG Alte Steinhauserstrasse 1 6330 Cham Switzerlanda company limited by shares (Aktiengesellschaft) pursuant to art. 620 ff. CO having its seat in Cham (“TCPI”) And Quality Light Source GmbH, in formation300 Lena Drive Aurora, OH 44202 USAa Swiss limited liability company (Gesellschaft mit beschränkter Haftung) in formation (“MergerCo”) represented by Q L Light Source Company Limited, a Hong Kong private company limited by shares (“MergerCo Incorporator”) (each a “Party” and together the “Parties”)
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 21st, 2014 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • Ohio
This Executive Employment Agreement (the “Agreement”) is entered into as of July 1, 2012 (the “Effective Date”) by and between Technical Consumer Products, Inc., a Delaware corporation (“TCP”), as the employer; and Ellis Yan (“Executive”), as the employee. TCP and Executive are referred to collectively in this Agreement as the “Parties” and individually as a “Party”. TCP International Holdings Ltd., the parent company of TCP, is referred to herein as “TCP International”.
AMENDMENT NO. 3 TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • May 21st, 2014 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • New York
This AMENDMENT NO. 3 TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into effective as of July 25, 2013, by and among TECHNICAL CONSUMER PRODUCTS, INC., a Delaware corporation (the “Existing Borrower”), TECHNICAL CONSUMER PRODUCTS CANADA, INC., an Ontario corporation (the “Joining Borrower” and, together with Existing Borrower, the “Borrowers” and each a “Borrower”), BOWMAN LAMPS, LLC, an Ohio limited liability company (the “Subsidiary Guarantor,” and together with the Borrowers, the “Loan Parties”), the financial institutions which are a party to the Credit Agreement referred to below (collectively, the “Lenders” and each, individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as agent for Lenders (in such capacity, the “Agent”).
WAIVER TO EXECUTIVE EMPLOYMENT AGREEMENT DATED AS OF JULY 1, 2012 (“AGREEMENT”)Executive Employment Agreement • April 15th, 2015 • TCP International Holdings Ltd. • Electric lighting & wiring equipment
This Waiver (“Waiver”) is entered into as of March 23, 2015 by and between Technical Consumer Products, Inc. (“TCP”) and Ellis Yan (“Executive”). Unless otherwise set out herein, capitalized terms have the same meaning as in the Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 21st, 2014 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • Ohio
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 19, 2014, is made and entered into by Zhaoling Yan (“Seller”) and Ellis Yan (“Buyer”).
MUTUAL SEPARATION AGREEMENTMutual Separation Agreement • April 15th, 2015 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • Ohio
This sets forth the terms of agreement on which Ellis Yan (“Yan”) will separate from his executive positions and employment at TCP International Holdings Ltd. (“TCPI”) and its subsidiaries and affiliates (the “Company”). The Company and Yan agree that an orderly transition is in the best interest of the Company and its shareholders. The Company and Yan, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, hereby agree as follows.
NET LEASE between TCP CAMPUS DRIVE, LLC and TECHNICAL CONSUMER PRODUCTS, INC.Lease • March 26th, 2012 • TCP International Holdings Ltd.
THIS NET LEASE (“Lease”), made and entered into this 16th day of June, 2006, between TCP CAMPUS DRIVE, LLC, a limited liability company, whose address is 300 Lena Drive, Aurora, Ohio 44202 (“Landlord”), and Technical Consumer Products, Inc., a Delaware corporation, 300 Lena Drive, Aurora, Ohio 44202 (“Tenant”), whose address is 300 Lena Drive, Aurora, Ohio 44202 (“Tenant”).
AMENDED AND RESTATED REVOLVING CREDITANDSECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH TECHNICAL CONSUMER PRODUCTS, INC.TECHNICAL CONSUMER PRODUCTS CANADA, INC. (BORROWERS)BOWMAN LAMPS, LLC (SUBSIDIARY GUARANTOR)...Revolving Creditandsecurity Agreement • October 5th, 2016 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • New York
Amended and Restated Revolving Credit and Security Agreement dated as of September 29, 2016 among Technical Consumer Products, Inc., a corporation organized under the laws of the State of Delaware (“TCP”), Technical Consumer Products Canada, Inc., a corporation organized under the Canada Business Corporations Act (“TCP Canada” and, together with TCP and each other Person joined hereto as a borrower from time to time, collectively, the “Borrowers” and each a “Borrower”), Bowman Lamps, LLC, a limited liability company organized under the laws of the State of Ohio, the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • April 13th, 2017 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into effective as of April 12, 2017, by and among TECHNICAL CONSUMER PRODUCTS, INC., a Delaware corporation (“TCP”), TECHNICAL CONSUMER PRODUCTS CANADA, INC., an Ontario corporation (“TCP Canada” and, together with TCP, the “Borrowers” and each a “Borrower”), BOWMAN LAMPS, LLC, an Ohio limited liability company (the “Subsidiary Guarantor,” and together with the Borrowers, the “Loan Parties”), the financial institutions which are a party to the Credit Agreement referred to below (collectively, the “Lenders” and each, individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as agent for Lenders (in such capacity, the “Agent”).
AMENDMENT NO. 2 TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • May 21st, 2014 • TCP International Holdings Ltd. • Electric lighting & wiring equipment • Ohio
This AMENDMENT NO. 2 TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), is made as of this 28th day of April, 2011, among the financial institutions that are a party to the Credit Agreement (as defined below) (collectively, the “Lenders” and each individually a “Lender”), PNC BANK, NATIONAL ASSOCIATION, a national banking association, as a Lender and as administrative agent for the Lenders (the “Agent”), TECHNICAL CONSUMER PRODUCTS, INC., a Delaware corporation (the “Borrower”), and BOWMAN LAMPS, LLC, an Ohio limited liability company (the “Subsidiary Guarantor,” and, together with the Borrower, the “Loan Parties”),
