Publicard Inc Sample Contracts

AMONG
Asset Purchase Agreement • July 10th, 2000 • Publicard Inc • Computer peripheral equipment, nec • New York
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WITNESSETH:
Pledge Agreement • October 14th, 2004 • Publicard Inc • Computer peripheral equipment, nec • New York
SECTION III REPRESENTATIONS AND WARRANTIES
Settlement Agreement • October 14th, 2004 • Publicard Inc • Computer peripheral equipment, nec • New York
RECITALS
Security Agreement • October 14th, 2004 • Publicard Inc • Computer peripheral equipment, nec • New York
Settlement and Release Agreement
Settlement and Release Agreement • November 14th, 2005 • Publicard Inc • Computer peripheral equipment, nec • California

This Settlement and Release Agreement (the “Agreement”) is hereby made and entered into by and among Triro Equities Co., a Texas general partnership; Leonard M. Ross, individually and as Trustee of the Leonard M. Ross Revocable Trust (u/d/t 12-20-85); Rossco Holdings Incorporated, a California corporation; Mill Equities Co., a California general partnership; Lodgeco Properties, Ltd., a Texas limited partnership; and CHSC, Ltd. (collectively, the “Ross Parties”) and PubliCARD, Inc. (“PubliCARD”), Harry I. Freund, Jay Goldsmith, Jan-Erik Rottinghuis, and Antonio L. (“Tony”) DeLise (collectively, the “PubliCARD Parties”) for the consideration described below. The parties hereby covenant and agree as follows:

APPENDIX B NON-PLAN STOCK OPTION AGREEMENT
Non-Plan Stock Option Agreement • July 27th, 2006 • Publicard Inc • Computer peripheral equipment, nec • New York

THIS AGREEMENT, dated as of July 21, 2006, is made by and between PubliCARD, Inc., a Pennsylvania corporation (the “Company”) and Joseph E. Sarachek (the “Optionee”).

RECITALS:
Publicard Inc • October 14th, 2004 • Computer peripheral equipment, nec
July 21, 2006 Joseph E. Sarachek
Letter Agreement • July 27th, 2006 • Publicard Inc • Computer peripheral equipment, nec • New York
APPENDIX B STOCK OPTION AGREEMENT
Stock Option Agreement • July 27th, 2006 • Publicard Inc • Computer peripheral equipment, nec • New York

THIS AGREEMENT, dated as of July 21, 2006, is made by and between PubliCARD, Inc., a Pennsylvania corporation (the “Company”) and Joseph E. Sarachek (the “Optionee”).

CONTRIBUTION AGREEMENT
Contribution Agreement • February 6th, 2008 • Chazak Value Corp. • Computer peripheral equipment, nec • New York

THIS CONTRIBUTION AGREEMENT (the “Agreement”) is entered into as of the 26th day of October, 2007, by and between The 500 Group, LLC (the “Funding Party”), a New York entity, and PubliCARD, Inc., a Pennsylvania corporation (the “Debtor”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 6th, 2008 • Chazak Value Corp. • Computer peripheral equipment, nec

This Agreement and Plan of Merger (hereinafter called the “Merger Agreement”) is made as of January 29, 2008, by and between PubliCARD, Inc., a Pennsylvania corporation (“PubliCARD”), and Chazak Value Corp., a Delaware corporation (“Chazak”). PubliCARD and Chazak are sometimes referred to herein as the “Constituent Corporations.”

PAYMENT, RETIREMENT AND RELEASE AGREEMENT
Payment, Retirement and Release Agreement • July 28th, 2006 • Publicard Inc • Computer peripheral equipment, nec • New York

This Payment, Retirement and Release Agreement (the “Agreement”) is dated as of July 27, 2006 by and between the Pension Benefit Guaranty Corporation, an agency of the Federal Government of the United States of America (“PBGC”) and PubliCARD, Inc., a Pennsylvania corporation (“PubliCARD”).

APPENDIX A INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 27th, 2006 • Publicard Inc • Computer peripheral equipment, nec

Appendix A to Letter Engagement Agreement (the “Agreement”), dated July 25, 2006 by and between PubliCARD, Inc. and its subsidiaries, affiliates and related entities (the “Company”) and Joseph E. Sarachek (“Sarachek”).

Assignment of Shares and Assumption of Obligations
Publicard Inc • October 27th, 2006 • Computer peripheral equipment, nec

WHEREAS, on December 6, 2000, PubliCARD, Inc. (“Assignor”) purchased 60,058 shares of Series A Preferred Stock (the “Series A Preferred Stock”) of TECSEC, Incorporated ("TECSEC") pursuant to the Series A Preferred Stock Purchase Agreement between Assignor and TECSEC;

FUNDING AGREEMENT
Funding Agreement • February 6th, 2008 • Chazak Value Corp. • Computer peripheral equipment, nec • New York

FUNDING AGREEMENT (this “Agreement”), dated as of January 18, 2008, by and among PubliCARD, Inc., a Pennsylvania corporation (the “Debtor”), The 500 Group, LLC, a [Delaware] limited liability company (the “500 Group”), and Charlie Fisch, Folio Holdings, LLC, IA Capital Partners, LLC, Ridge View Group, LLC, and Joseph E. Sarachek (collectively, the “Investors”).

STOCKHOLDERS AGREEMENT
Stockholders Agreement • February 6th, 2008 • Chazak Value Corp. • Computer peripheral equipment, nec • Delaware

STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of January 31, 2008, by and among Charlie Fisch (“Fisch”), Folio Holdings, LLC (“Folio Holdings”), IA Capital Partners, LLC (“IA Capital”), Ridge View Group, LLC (“Ridge View”), and Joseph E. Sarachek (“Sarachek”) (collectively, the “Stockholders,” and individually a “Stockholder”) and Chazak Value Corp. (the “Company,” and together with the Stockholders, the “Parties” and individually, a “Party”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 6th, 2008 • Chazak Value Corp. • Computer peripheral equipment, nec • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 31, 2008, by and among Chazak Value Corp., a Delaware corporation (the “Company”), and the stockholders listed on Exhibit A hereto, referred to hereinafter as the “Stockholders” and each individually as a “Stockholder.”

July 26, 2006 Joseph E. Sarachek
Publicard Inc • July 27th, 2006 • Computer peripheral equipment, nec
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