AMONGAgreement and Plan of Merger • November 10th, 1998 • PMC International Inc • Investment advice • Colorado
EXHIBIT C-14 STOCK OPTION AGREEMENT (COMMON) STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of November 3, 1998 by and between The Ziegler Companies, Inc., a Wisconsin corporation ("Ziegler"), and PMC International, Inc., a Colorado...Stock Option Agreement • November 10th, 1998 • PMC International Inc • Investment advice • Wisconsin
1 Exhibit 10.5 PMC International, Inc. REGISTRATION RIGHTS AGREEMENT Dated as of December 23, 1996Registration Rights Agreement • February 7th, 1997 • PMC International Inc • Investment advice • Colorado
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 9th, 1997 • PMC International Inc • Investment advice • Colorado
RECITALSAdvisory Agreement • February 7th, 1997 • PMC International Inc • Investment advice • Colorado
RECITALS:Term Loan Agreement • February 7th, 1997 • PMC International Inc • Investment advice • Colorado
EXHIBIT C-2 EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 1998 • PMC International Inc • Investment advice • Colorado
EXHIBIT C-6 CHANGE IN CONTROL SEVERANCE AGREEMENTControl Severance Agreement • November 10th, 1998 • PMC International Inc • Investment advice • Colorado
NON-COMPETE AGREEMENTNon-Compete Agreement • October 9th, 1997 • PMC International Inc • Investment advice • Colorado
EXHIBIT C-12 CREDIT AGREEMENT CREDIT AGREEMENT BY AND BETWEEN PMC INTERNATIONAL, INC.Credit Agreement • November 10th, 1998 • PMC International Inc • Investment advice • Wisconsin
Section Page 1. Authorization; Subscription for Shares 1 1.1 Authorization of Shares 1 1.2 Sale and Purchase of Shares 1 1.3 Closing 1 2. Conditions to Subscriber's Obligations 2 2.1 Representations and Warranties 2 2.2 Performance; No Default 2 2.3...Subscription Agreement • February 7th, 1997 • PMC International Inc • Investment advice • Colorado
EXHIBIT C-8Stock Purchase Agreement • November 10th, 1998 • PMC International Inc • Investment advice
EXHIBIT C-15 SHAREHOLDER TENDER AGREEMENT This Shareholder Tender Agreement (the "Agreement") is made and entered into as of the _____ day of _______, 1998, by and between The Ziegler Companies, Inc., a Wisconsin corporation ("Ziegler"), and...Shareholder Tender Agreement • November 10th, 1998 • PMC International Inc • Investment advice • Wisconsin
GENERAL BUSINESS SECURITY AGREEMENT 1. SECURITY INTEREST Dated October 15, 1998 The undersigned ("Debtor", whether one or more) grants The Ziegler Companies, Inc. ("Lender") a security interest in all equipment, fixtures, inventory (including all...General Business Security Agreement • November 10th, 1998 • PMC International Inc • Investment advice • Wisconsin
CONTINUING GUARANTY (Unlimited) (For Consumer or Business Transactions) Dated October 15, 1998 GUARANTY. For value received, and to induce The Ziegler Companies, Inc. of West Bend, Wisconsin ("Lender"), to extend credit or to grant or continue other...PMC International Inc • November 10th, 1998 • Investment advice
1 Exhibit 10.10 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 24, 1996, is between PMC International, Inc., a Colorado corporation (the "Company")...Registration Rights Agreement • February 7th, 1997 • PMC International Inc • Investment advice • Bedford
1 Exhibit 10.12 This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold or otherwise disposed of except while a registration under...PMC International Inc • February 7th, 1997 • Investment advice • Colorado
1 Exhibit 10.11 SHAREHOLDERS AGREEMENT This SHAREHOLDERS AGREEMENT (this "Agreement"), dated as of December 24, 1996, is among PMC International, Inc., a Colorado corporation (the "Company"), Bedford Capital Financial Corporation, a corporation...Shareholders Agreement • February 7th, 1997 • PMC International Inc • Investment advice • Colorado
1 Exhibit 10.9 RESTRUCTURING AGREEMENT This RESTRUCTURING AGREEMENT (this "Agreement"), dated as of December 24, 1996, is between Bedford Capital Financial Corporation, a corporation organized under the laws of Liberia ("Bedford"), PMC International...Restructuring Agreement • February 7th, 1997 • PMC International Inc • Investment advice • Colorado
Page 2 3 ii) There are substantial restrictions on the transferability of the Units and underlying securities; the Units and underlying securities cannot be transferred unless they are registered under the Act and any applicable state laws and...Subscription Agreement • February 7th, 1997 • PMC International Inc • Investment advice
Page 2 3 (e) Reimbursement of Expenses. The Company shall reimburse the Executive for all reasonable out-of-pocket expenses incurred by the Executive in connection with the businesses of the Company and PTS and in the performance of his duties under...Employment Agreement • February 7th, 1997 • PMC International Inc • Investment advice • Colorado
1 Exhibit 10.4 This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold or otherwise disposed of except while a registration under...PMC International Inc • February 7th, 1997 • Investment advice • Colorado
1 Exhibit 10.16 REIMBURSEMENT AND PLEDGE AGREEMENT THIS REIMBURSEMENT AND PLEDGE AGREEMENT (this "Agreement"), dated as of January 8, 1997, is between KP3, LLC, a Colorado limited liability company (the "Pledgor"), and PMC International, Inc., a...Reimbursement and Pledge Agreement • February 7th, 1997 • PMC International Inc • Investment advice • Colorado
EXHIBIT C-9 CONSULTING AGREEMENTConsulting Agreement • November 10th, 1998 • PMC International Inc • Investment advice • Colorado
1 Exhibit 10.14 PMC International, Inc. 555 17th Street, 14th Floor Denver, Colorado 80202 December 24, 1996 J.W. Nevil Thomas Nevcorp, Inc. 110 Sandringham Drive Toronto, Ontario M3H 1C9 Canada Re: Termination of Nevcorp Advisory Agreement Dear...PMC International Inc • February 7th, 1997 • Investment advice
EXHIBIT C-10 CONFIDENTIALITY/NONSOLICITATION AGREEMENTNonsolicitation Agreement • November 10th, 1998 • PMC International Inc • Investment advice
1 Exhibit 10.8 This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold or otherwise disposed of except while a registration under...PMC International Inc • February 7th, 1997 • Investment advice • Colorado
RECITALSEmployment Agreement • February 7th, 1997 • PMC International Inc • Investment advice • Colorado
EXHIBIT C-16 WARRANT PURCHASE AGREEMENT The undersigned ("Holder") is the holder of certain warrants to purchase shares of common stock, par value $.01 per share, of PMC International, Inc., a Colorado corporation (the "Company"). Holder hereby...C-16 Warrant Purchase Agreement • November 10th, 1998 • PMC International Inc • Investment advice
The undersigned ("Holder") is the holder of certain warrants to purchase shares of common stock, par value $.01 per share, of PMC International, Inc., a Colorado corporation (the "Company"). Holder hereby accepts the Company's offer to purchase from Holder the number of such warrants indicated below, at a purchase price of $.05 per warrant share.
