FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 30th, 2012 • Taylor & Martin Group Inc • Services-business services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Taylor & Martin Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2012 • Taylor & Martin Group Inc • Services-business services, nec • Delaware
THIS EMPLOYMENT AGREEMENT (as may be amended from time to time, this “Agreement”), entered into May 10, 2012 to be effective as of the Effective Date (as defined below), is by and between TMG Auction Services, LLC, a Delaware limited liability company (f/k/a TMG Auctions, LLC) (“Company”), and Mark E. Fort (“Executive”).
COMBINATION AGREEMENTCombination Agreement • August 30th, 2012 • Taylor & Martin Group Inc • Services-business services, nec • Delaware
THIS COMBINATION AGREEMENT (the “Agreement”) is made as of the 15th day of May, 2012, by and among TAYLOR & MARTIN GROUP, INC., a Delaware corporation (“Founder”), THE JAY GROUP, LTD., a North Carolina corporation, (“Partner Company”), and THE AMENDED & RESTATED REVOCABLE TRUST AGREEMENT OF DAVID B. JAY, DATED NOVEMBER 1, 2004, and THE DAVID B. JAY QUALIFIED SUBCHAPTER S TRUST FOR ROBERT RYAN JAY, DATED JUNE 9, 2008, who are the owners of all the capital stock of Partner Company issued and outstanding on the date of this Agreement, and David B. Jay and Robert Ryan Jay, each in his individual capacity (collectively, “Partner Company Stockholder”).
AGREEMENTAgreement • August 30th, 2012 • Taylor & Martin Group Inc • Services-business services, nec • Texas
This AGREEMENT (the “Agreement”) dated to be effective as of February 9, 2011 (the “Effective Date”) is between SABA Group, LLC, a Texas limited liability company (“Assignor”) and PrimeValue Group, Inc., a Delaware corporation formed on January 7, 2009 (“Assignee”).
TAYLOR & MARTIN GROUP, INC. [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2012 • Taylor & Martin Group Inc • Services-business services, nec • New York
AMENDMENT NO. 1 to COMBINATION AGREEMENTCombination Agreement • August 30th, 2012 • Taylor & Martin Group Inc • Services-business services, nec • Delaware
This Amendment (this “Amendment”) to the Combination Agreement (as defined below) by and among Taylor & Martin Group, Inc., a Delaware corporation (“Founder”), Deanco Auction & Real Estate, Co., an Alabama Corporation, Deanco Auto, Inc., an Alabama corporation, Deanco Auction Company of MS, Inc., a Mississippi corporation (each a “Partner Company” and collectively the “Partner Companies”), and Donnie W. Dean (“Partner Company Stockholder”) is hereby entered into and effective as of May 2, 2012. Capitalized terms used and not defined herein shall have the mean ascribed to such terms in the Combination Agreement.
AMENDMENT NO. 1 to COMBINATION AGREEMENTCombination Agreement • August 30th, 2012 • Taylor & Martin Group Inc • Services-business services, nec • Delaware
This Amendment (this “Amendment”) to the Combination Agreement (as defined below) by and among Taylor & Martin Group, Inc., a Delaware corporation (“Founder”), Image Microsystems, Inc., a Texas corporation (“Partner Company”), and Alex Abadi (“Partner Company Stockholder”) is hereby entered into and effective as of May 10, 2012. Capitalized terms used and not defined herein shall have the mean ascribed to such terms in the Combination Agreement.
AMENDMENT NO. 1 to AMENDED AND RESTATED COMBINATION AGREEMENTAmended and Restated Combination Agreement • August 30th, 2012 • Taylor & Martin Group Inc • Services-business services, nec • Delaware
This Amendment (this “Amendment”) to the Combination Agreement (as defined below) by and among Taylor & Martin Group, Inc., a Delaware corporation (“Founder”), Taylor & Martin Enterprises, Inc., a Nebraska corporation (the “Partner Company”), and parties identified as Partner Company Stockholders therein (collectively, the “Partner Company Stockholder”) is hereby entered into and effective as of May 4, 2012. Capitalized terms used and not defined herein shall have the mean ascribed to such terms in the Combination Agreement.
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • August 30th, 2012 • Taylor & Martin Group Inc • Services-business services, nec • Texas
This NON-EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) dated to be effective as of May 27, 2011 (the “Effective Date”) is between PrimeValue Founder Company (formerly named PrimeValue Group, Inc.), a Delaware corporation formed on January 7, 2009 (“Licensor”) and Taylor & Martin Group, Inc., a Delaware corporation (“Licensee”).
AGREEMENT OF MERGER dated as of the 29th day of February, 2012 by and among TAYLOR & MARTIN GROUP, INC. (Parent) and TMG MERGER SUB, INC. (Newco) and TMG FOUNDER COMPANY (Old TMG)Agreement of Merger • August 30th, 2012 • Taylor & Martin Group Inc • Services-business services, nec
THIS AGREEMENT OF MERGER (the “Agreement”) is made as of the 29th day of February, 2012, by and among TAYLOR & MARTIN GROUP, INC., a Delaware corporation organized in November, 2011 (“Parent”), TMG MERGER SUB, INC., a Delaware corporation (“Newco”) and TMG FOUNDER COMPANY (formerly named Taylor & Martin Group, Inc.), a Delaware corporation organized in March, 2011 (“Old TMG”).
NON-EXCLUSIVE SUBLICENSE AGREEMENTNon-Exclusive Sublicense Agreement • August 30th, 2012 • Taylor & Martin Group Inc • Services-business services, nec • Texas
This NON-EXCLUSIVE SUBLICENSE AGREEMENT (the “Agreement”), effective as of the Effective Date (herein defined below), is between TMG Founder Company (formerly named Taylor & Martin Group, Inc.) a Delaware corporation formed on March 24, 2011 (“Sublicensor”) and Taylor & Martin Group, Inc., a Delaware corporation formed on November 18, 2011 (“Sublicensee”).
