Regional Brands Inc. Sample Contracts

MICHAEL PARK
Employment Agreement • May 3rd, 2000 • Medtech Diagnostics Inc • Services-commercial physical & biological research • New York
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ARTICLE 1
Stock Purchase Agreement • August 15th, 2008 • 4net Software Inc • Services-computer programming, data processing, etc. • Delaware
SUB-LEASE
4networld Com Inc • February 20th, 2001 • Services-commercial physical & biological research
CREDIT AND SECURITY AGREEMENT AMONG KEYBANK NATIONAL ASSOCIATION, as “Agent” and Those lending institutions set forth on Schedule 1 hereto as “Lenders” and B.R. JOHNSON, LLC and Each other Person which from time to time becomes a Borrower hereunder as...
Credit and Security Agreement • November 8th, 2016 • Regional Brands Inc. • Services-computer programming, data processing, etc. • Ohio

This CREDIT AND SECURITY AGREEMENT (as the same may from time to time be amended, restated, supplemented or otherwise modified, this “Agreement”) is made effective as of the 1st day of November, 2016, among B.R. JOHNSON, LLC, a Delaware limited liability company (“BRJ”), each other Person which may be added as a “Borrower” hereto, subsequent to the date hereof (collectively, together with BRJ, the “Borrowers”, and each individually, a “Borrower”), certain Credit Parties (as hereinafter defined) which from time to time become party hereto, the lending institutions from time to time party hereto (collectively, “Lenders”, and individually, “Lender”), and KEYBANK NATIONAL ASSOCIATION (“KeyBank”, and in its capacity as agent for the Lenders under this Agreement, “Agent”).

SECOND AMENDED AND RESTATED CONSOLIDATED LOAN AGREEMENT
Consolidated Loan Agreement • December 23rd, 2011 • 4net Software Inc • Services-computer programming, data processing, etc. • Florida

This Second Amended Consolidated Loan Agreement (the “Agreement”) dated December 20, 2011, is entered into by and between 4net Software, Inc., a Delaware corporation, with offices located at 225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432 (“Borrower”) and Steven N. Bronson, having a business address at 225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432 (the “Lender”) to update and modify the Amended and Restated Consolidated Loan Agreement between the Borrower and the Lender, dated August 4, 2011 (the “August 4, 2011 Agreement”).

AMENDED CONSOLIDATED LOAN AGREEMENT
Consolidated Loan Agreement • February 16th, 2010 • 4net Software Inc • Services-computer programming, data processing, etc. • Florida
Subscription Agreement
Subscription Agreement • November 7th, 2016 • Regional Brands Inc. • Services-computer programming, data processing, etc. • New York

This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Regional Brands Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of up to $12,500,000.00 of its shares of common stock, par value $0.00001 per share (“Shares”), at a purchase price of $13.50 per Share (the “Purchase Price”).

Contract
Regional Brands Inc. • November 7th, 2016 • Services-computer programming, data processing, etc. • New York

THE INDEBTEDNESS EVIDENCED BY THIS DOCUMENT IS SUBORDINATE TO THE INDEBTEDNESS OF THE MAKER (OR ANY SUCCESSOR THERETO) TO KEYBANK NATIONAL ASSOCIATION, AS AGENT, OR ANY OF ITS SUCCESSORS OR ASSIGNS, PURSUANT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 1, 2016, AS SUCH AGREEMENT MAY FROM TIME TO TIME BE AMENDED, RESTATED OR OTHERWISE MODIFIED (OR ANY SUCCESSOR AGREEMENT WHICH REPLACES AND REFERENCES SUCH AGREEMENT).

OMNIBUS AMENDMENT
Omnibus Amendment • June 5th, 2020 • Regional Brands Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York

This Omnibus Amendment (this “Amendment”) is made and entered into by and among Regional Brands Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (each, an “Undersigned Stockholder” and, collectively, the “Undersigned Stockholders”). This Amendment amends the Securities Purchase Agreement, dated as of April 8, 2016, by and among the Company and the investors named therein (the “Securities Purchase Agreement”) and the Registration Rights Agreement, dated as of April 8, 2016, by and among the Company and the holders of the Company’s securities listed on the signature pages thereto (the “Registration Rights Agreement”), each as further set forth herein.

MEMBERSHIP AND PARTICIPATION INTERESTS PURCHASE AGREEMENT
Membership and Participation Interests Purchase Agreement • February 12th, 2020 • Regional Brands Inc. • Wholesale-lumber, plywood, millwork & wood panels • Delaware

THIS MEMBERSHIP AND PARTICIPATION INTERESTS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 6th day of February, 2020, between LC 591, LLC (f/k/a Lorraine Capital, LLC), a New York limited liability company (“Lorraine Capital”) and BRJ Acquisition Partners, LLC, a New York limited liability company (“BRJ Acquisition Partners,” and together with Lorraine Capital, the “Selling Parties”), B.R. Johnson, LLC, a Delaware limited liability company (“BRJ LLC”), and Regional Brands Inc., a Delaware corporation (“Regional Brands”).

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • November 7th, 2016 • Regional Brands Inc. • Services-computer programming, data processing, etc. • New York

This Management Services Agreement, dated as of November 1, 2016, is entered into by and between B.R. JOHNSON, LLC, a Delaware limited liability company (the “Company”) and LORRAINE CAPITAL, LLC, a New York limited liability company (“Lorraine”).

B.R. JOHNSON, LLC LIMITED LIABILITY COMPANY AGREEMENT __________________________
Limited Liability Company Agreement • November 7th, 2016 • Regional Brands Inc. • Services-computer programming, data processing, etc. • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended from time to time, the “Agreement”) of B.R. Johnson, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”) is dated and effective as of November 1, 2016 (the “Effective Date”), by and among each of the Persons whose name appears at the foot of this Agreement (such persons being hereinafter referred to collectively as the “Members” and individually as a “Member”).

RECITALS:
Mergers and Acquisitions Advisory Agreement • May 21st, 2001 • 4networld Com Inc • Services-commercial physical & biological research • Delaware
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AMENDMENT TO SUBSCRIPTION AGREEMENTS
Subscription Agreements • June 5th, 2020 • Regional Brands Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York

This Amendment (this “Amendment”) is made and entered into by and among Regional Brands Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (each, an “Undersigned Stockholder” and, collectively, the “Undersigned Stockholders”). This Amendment amends all of the separate Subscription Agreements made and entered into by the Company and the respective Subscribers named therein in connection with the issuance and sale by the Company of shares of its common stock (“Common Stock”) in a private placement completed on November 1, 2016 (each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”), as further set forth herein. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Subscription Agreements.

RECITALS:
Consulting Agreement • February 17th, 2004 • 4net Software Inc • Services-commercial physical & biological research • New York
THIRD AMENDED AND RESTATED CONSOLIDATED LOAN AGREEMENT
Consolidated Loan Agreement • February 13th, 2012 • 4net Software Inc • Services-computer programming, data processing, etc. • Florida

This THIRD Amended Consolidated Loan Agreement (the “Agreement”), dated February 8, 2012, is entered into by and between 4net Software, Inc., a Delaware corporation, with offices located at 225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432 (“Borrower”) and Steven N. Bronson, having a business address at 225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432 (the “Lender”) to update and modify the Amended and Restated Consolidated Loan Agreement between the Borrower and the Lender, dated December 20, 2011 (the “December 20, 2011 Agreement”).

ASSET PURCHASE AGREEMENT by and among B. R. JOHNSON, INC., WILLIAM A. HARFOSH, MICHAEL V. HOWARD, ANTHONY C. MINIERI and ARTHUR P. BRILLANTI as “Sellers” and B.R. JOHNSON, LLC, WILLIAM J. MAGGIO, CHARLES A. RIDER, RICHARD F. GIOIA and JUSTIN M. REICH...
Asset Purchase Agreement • November 8th, 2016 • Regional Brands Inc. • Services-computer programming, data processing, etc. • New York

THIS ASSET PURCHASE AGREEMENT, dated as of November 1, 2016 (this “Agreement”), is made by and among B.R. JOHNSON, LLC, a Delaware limited liability company with an office at 591 Delaware Avenue, Buffalo, New York 14202 (the “Asset Buyer”) and WILLIAM J. MAGGIO, CHARLES A. RIDER, RICHARD F. GIOIA and JUSTIN M. REICH, each individual with an office address at 591 Delaware Avenue, Buffalo, New York 14219 (individually and collectively, the “Shares Buyer”) (collectively the Asset Buyer and the Shares Buyer hereinafter, jointly and severally, the “Buyer”), and B. R. JOHNSON, INC., a New York corporation with offices at 6960 Fly Road, East Syracuse, New York 13057 (the “Company”), WILLIAM A. HARFOSH, an individual residing at 18 Landgrove Drive, Fayetteville, New York 13066 (“Harfosh”), MICHAEL V. HOWARD, an individual residing at 45 Dwight Avenue, Clinton, New York 13323 (“Howard”), ANTHONY C. MINIERI, an individual residing at 2345 Asburn Drive, Lafayette, New York 13084 (“Minieri”), and

FORTH AMENDED AND RESTATED CONSOLIDATED LOAN AGREEMENT
Consolidated Loan Agreement • December 28th, 2012 • 4net Software Inc • Services-computer programming, data processing, etc. • Florida

This Fourth Amended Consolidated Loan Agreement (the “Agreement”), dated December 19, 2012, is entered into by and between 4net Software, Inc., a Delaware corporation, with offices located at 225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432 (“Borrower”) and Steven N. Bronson, having a business address at 225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432 (the “Lender”) to update and modify the Amended and Restated Consolidated Loan Agreement between the Borrower and the Lender, dated February 8, 2012 (the “February 8, 2012 Agreement”).

ARTICLE 1
Stock Purchase Agreement • September 30th, 2005 • 4net Software Inc • Services-computer programming, data processing, etc. • Delaware
FIRST AMENDMENT AGREEMENT
First Amendment Agreement • September 12th, 2019 • Regional Brands Inc. • Wholesale-lumber, plywood, millwork & wood panels

This First Amendment Agreement (this “Agreement”) is made as of the 5th day of September, 2019, by and among B.R. JOHNSON, LLC, a Delaware limited liability company (“Borrower”), the lending institutions which are party to the Credit and Security Agreement (as hereinafter defined) (collectively, “Lenders”, and individually, a “Lender”), and KEYBANK NATIONAL ASSOCIATION, in its capacity as agent for the Lenders (“Agent”).

Contract
Loan and Security Agreement • November 7th, 2016 • Regional Brands Inc. • Services-computer programming, data processing, etc. • Ohio

THE LIENS, SECURITY INTERESTS, ASSIGNMENTS AND/OR OTHER ENCUMBRANCES GRANTED BY THIS DOCUMENT IS SUBORDINATE TO THE LIENS OF KEYBANK NATIONAL ASSOCIATION, OR ITS SUCCESSORS OR ASSIGNS, PURSUANT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 1, 2016, AS SUCH AGREEMENT MAY FROM TIME TO TIME BE AMENDED, RESTATED OR OTHERWISE MODIFIED (OR ANY SUCCESSOR AGREEMENT WHICH REPLACES AND REFERENCES SUCH AGREEMENT).

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