EXHIBIT 10.8 MEMORANDUM OF UNDERSTANDING AGREEMENT made as of January 1, 1987 between Mega Group, Inc. (the Company), a New York Corporation with offices at 208 Delaware Avenue, Delmar New York 12054, and ROBERT L. HALTON (the Employee), residing at...Agreement • March 30th, 2001 • Mega Group Inc • Insurance agents, brokers & service
ARTICLE 1 PURCHASE OF SHARESRestricted Stock Purchase Agreement • March 30th, 2001 • Mega Group Inc • Insurance agents, brokers & service • Oregon
PROMISSORY NOTEMega Group Inc • May 14th, 2003 • Finance services
This Note is subject to the terms and conditions of that certain Loan and Security Agreement between Lender and Borrower dated as of July 15, 2002, as the same may be modified and amended from time to time (the "Loan Agreement"). All capitalized terms not otherwise defined herein shall have such meaning as assigned to them in the Loan Agreement.
3 4 5. REPRESENTATIONS AND WARRANTIES OF SELLER.Asset Purchase and Sale Agreement • March 30th, 2001 • Mega Group Inc • Insurance agents, brokers & service • New York
ARTICLE I DEFINITIONSAgreement and Plan of Exchange • March 30th, 2001 • Mega Group Inc • Insurance agents, brokers & service
1 EXHIBIT 10.2 ASSET PURCHASE AGREEMENT THIS AGREEMENT, dated as of April 1, 2000, is entered into between Mega Group, Inc., and wholly owned corporations thereof, a New York Corporation with its offices at 313 Ushers Road, Northway 10 Executive Park,...Asset Purchase Agreement • March 30th, 2001 • Mega Group Inc • Insurance agents, brokers & service
1 Exhibit 10.7 TERMINATION OF EMPLOYMENT AGREEMENT TERMINATION, dated this 11th day of October, 2000, by and between Mega Group, Inc., a New York corporation ("Mega"), and Steven C. Gregory, an individual and resident of New York ("Employee"). For...Termination of Employment Agreement • March 30th, 2001 • Mega Group Inc • Insurance agents, brokers & service
1 Exhibit 10.3 STOCK PURCHASE AND REPURCHASE AGREEMENT STOCK PURCHASE AND REPURCHASE AGREEMENT (the "Agreement"), made this 11th day of October, 2000 between MEGA GROUP, INC., a New York corporation (the "Company"), and Steven C. Gregory, an...Stock Purchase and Repurchase Agreement • March 30th, 2001 • Mega Group Inc • Insurance agents, brokers & service • New York
STOCK OPTION AGREEMENTStock Option Agreement • November 4th, 2002 • Mega Group Inc • Insurance agents, brokers & service • District of Columbia
STOCK OPTION AGREEMENT (this “Agreement”), dated as of June 8, 2001, between Mega Group, Inc., a New York corporation (“Mega”), with offices at 1730 Rhode Island Avenue, N.W., Suite 415, Washington, DC 20036, facsimile: (202) 296-9308, and Anthony W. Robinson, an individual and resident of Maryland (the “Optionee”), with an address at 8134 Scotts Level Road, Pikesville, MD 21208, facsimile: (202) 289-1701.
Reference: Partner Company Financing & Consulting Agreement between Mega Group, Inc./Small Business Investment Corporation of America, Inc. (Mega/SBICOA) and Peoples Health Associates, Inc. (PHA)Mega Group Inc • December 30th, 2002 • Insurance agents, brokers & service • District of Columbia
This letter sets forth the terms and conditions of a partner company financing and consulting agreement (the “Agreement”) between Peoples Health Associates, Inc. (“PHA”), and Mega Group, Inc. Small Business Investment Corporation of America, Inc. (“MEGA/SBICOA”) for the purposes of providing financing and consulting services for business development and capital restructuring for the company. MEGA/SBICOA proposes to acquire 25% of PHA through a share exchange. MEGA/SBICOA expects the share exchange to occur at a price of $1.00 per share based on the quoted value of Mega stock on the day of the acquisition. Upon the close of the transaction, PHA will receive $1,000,000 in Mega common Stock and become a MEGA/SBICOA partner company under the following terms and conditions:
EXHIBIT 10.10 [SBICOA LETTERHEAD] February 7, 2001 Dr. Bishop AA Wells Emmanuel Temple Church 1032 N. Sumner Street Portland, Oregon 97217 RE: CONSULTING AGREEMENT BETWEEN SMALL BUSINESS INVESTMENT CORPORATION OF AMERICA, INC. AND EMMANUEL TEMPLE...Mega Group Inc • May 15th, 2001 • Insurance agents, brokers & service • District of Columbia
PROMISSORY NOTEMega Group Inc • January 24th, 2003 • Finance services
This Note is subject to the terms and conditions of that certain Loan and Security Agreement between Lender and Borrower dated as of July 15, 2002, as the same may be modified and amended from time to time (the “Loan Agreement”). All capitalized terms not otherwise defined herein shall have such meaning as assigned to them in the Loan Agreement.
1 Exhibit 10.6 AGREEMENT OF INDEMNITY This Agreement, made this 11th day of October, 2000, between Steven Gregory ("Indemnitor") and Mega Group, Inc., a New York corporation, and Small Business Investment Corporation of America, Inc., an Oregon...Agreement of Indemnity • March 30th, 2001 • Mega Group Inc • Insurance agents, brokers & service
MEGA GROUP, INC. (a New York corporation) 1,500,000 Units Each Unit Consisting of One Share of Common Stock And One Redeemable Common Stock Purchase Warrant UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2003 • Mega Group Inc • Finance services • New York
MEGA GROUP, INC., a New York corporation (the “Company”), hereby confirms its agreement with the several underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you have been duly authorized to act as Representative (in such capacity, the “Representative”), as set forth below.
LOAN AND SECURITY AGREEMENT between MEGA GROUP, INC. and SMALL BUSINESS INVESTMENT CORPORATION OF AMERICA, INC. and MATAH HOLDINGS, LLC Dated: July 15, 2002Loan and Security Agreement • November 4th, 2002 • Mega Group Inc • Insurance agents, brokers & service • New Jersey
THIS AGREEMENT (the “Agreement”), dated July 15, 2002, between MEGA GROUP, INC., a New York corporation (“Mega”), and SMALL BUSINESS INVESTMENT CORPORATION OF AMERICA, INC., an Oregon corporation (“SBICOA”), both with offices at 1730 Rhode Island Avenue, N.W., Washington, D.C. 20036 (Mega and SBICOA are referred to herein collectively as “Borrower”), and MATAH HOLDINGS, LLC, a New Jersey limited liability company, with offices at 215 West Clinton Avenue, Suite 4, Oaklyn, NJ 08107 (“Lender”);
LEASE AGREEMENT BY AND BETWEEN RHODE ISLAND & M ASSOCIATES AND SMALL BUSINESS INVESTMENT CORPORATION OF AMERICA, INC.Lease Agreement • July 2nd, 2003 • Mega Group Inc • Finance services
THIS LEASE AGREEMENT (this “Lease”) is dated as of April 3, 2003, by and between RHODE ISLAND & M ASSOCIATES, (“Landlord”), and SMALL BUSINESS INVESTMENT CORPORATION OF AMERICA, INC. (“Tenant”), an Oregon Corporation.
PROMISSORY NOTE AND OPTION CONTRACTPromissory Note and Option Contract • November 4th, 2002 • Mega Group Inc • Insurance agents, brokers & service • Washington
This agreement is entered into between SMALL BUSINESS INVESTMENT CORPORATION OF AMERICA, INC. (“SBICOA”), MEGA GROUP, INC. (“MEGA”) AND SANDRA HOLLY (“HOLLY”).
