Meyerson M H & Co Inc /Nj/ Sample Contracts

Crown Financial Group Inc – AGREEMENT AND PLAN OF MERGER AMONG CROWN FINANCIAL GROUP, INC., CROWN FINANCIAL HOLDINGS, INC. AND CFGI MERGER SUB, INC. DATED AS OF JANUARY 11, 2005 (January 13th, 2005)

AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of January 11, 2005, by and among Crown Financial Group, Inc., a New Jersey corporation (the “Company”), Crown Financial Holding, Inc., a New Jersey corporation (“Holding”), a direct, wholly owned subsidiary of the Company, and CFGI Merger Sub, Inc., a New Jersey corporation (“Merger Sub”) and a direct, wholly owned subsidiary of Holding.

Crown Financial Group Inc – REGISTRATION RIGHTS AGREEMENT (August 6th, 2004)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of this              day of August, 2004, by and between Crown Financial Group, Inc., a New Jersey corporation (the “Company”), and Sky Capital Holdings Ltd. and Sky Capital Enterprises Inc. (individually a “Purchaser” or “Holder” and collectively, the “Purchasers” or the “Holders”).

Crown Financial Group Inc – INVESTORS’ RIGHTS AGREEMENT (August 6th, 2004)

This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of this      day of August, 2004, by and between Crown Financial Group, Inc., a New Jersey corporation (the “Company”), and Sky Capital Holdings Ltd. and Sky Capital Enterprises Inc. (individually a “Purchaser” or “Holder” and collectively, the “Purchasers” or the “Holders”).

Crown Financial Group Inc – SUBSCRIPTION AND STOCK SALE AGREEMENT (August 6th, 2004)
Crown Financial Group Inc – SUBSCRIPTION AND STOCK SALE AGREEMENT (August 6th, 2004)
Crown Financial Group Inc – PRESS RELEASE (April 13th, 2004)
Crown Financial Group Inc – PRESS RELEASE (March 10th, 2004)

JERSEY CITY, N.J., MARCH 9, 2004 /PRNewswire-FirstCall/—Crown Financial Group, Inc. (the “Company”, formerly M.H. Meyerson & Co., Inc., CFGI.PK-News) announced that it has filed today with the Securities and Exchange Commission an amended Annual Report on Form 10-K/A for the year ended January 31, 2003 and amended Quarterly Reports on Forms 10-Q/A for the quarters ended April 30, 2003, July 31, 2003, and a Quarterly Report on Form 10-Q for the quarter ended October 31, 2003. These filings incorporate the Company’s financial restatements related to the misstatements uncovered by the Company’s new finance department. “We are pleased to announce the filing of our restatements and wish to thank our investors, customers and employees for their patience and assistance enabling our efforts to conclude this matter as expeditiously as possible,” stated the Company’s Chief Executive Officer and President, John P. Leighton. “We are particularly proud of the work of our new finance department. The

Crown Financial Group Inc – SUBSCRIPTION AGREEMENT (March 9th, 2004)
Crown Financial Group Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 9th, 2004)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) entered into as of September 2, 2003 by and between M.H. MEYERSON & CO., INC. (d/b/a Crown Financial Group, Inc.), a New Jersey corporation (“MHM” or “Employer”), with offices located at Newport Office Tower, 525 Washington Boulevard, 34th Floor, Jersey City, New Jersey 07310, and JOHN P. LEIGHTON (“Employee”).

Crown Financial Group Inc – FIRST AMENDMENT (March 9th, 2004)

THIS AGREEMENT is made by and between John P. Leighton (“Employee”) and Crown Financial Group, Inc., f/k/a M.H. Meyerson & Co., Inc., a New Jersey corporation having an address at 525 Washington Boulevard, Jersey City, New Jersey 07310 (the “Employer”).

Crown Financial Group Inc – PRESS RELEASE (November 28th, 2003)

JERSEY CITY, N.J., November 28, 2003 /PRNewswire-FirstCall/—Crown Financial Group, Inc. (the “Company”, formerly M.H. Meyerson & Co., Inc., Nasdaq-SCM: CFGI-News) today announced that it has received notice from The Nasdaq Stock Market that the Company’s stock will be de-listed from the Nasdaq Small Cap Market effective as of the opening of the market on December 1, 2003. Nasdaq’s action came as a result of the Company’s previously announced discovery of financial misstatements by the Company’s former finance department and the Company’s notice to the marketplace not to rely on the Company’s previously disclosed financial statements until the conclusion of its internal review conducted under the oversight of the Company’s Audit Committee. The overstatement was discovered in the process of the new finance department’s close of the Company’s books for the month of September 2003. This close was the first close implemented by the Company’s new finance and accounting staff.

Crown Financial Group Inc – PRESS RELEASE (November 17th, 2003)

JERSEY CITY, N.J., November 14, 2003 /PRNewswire-FirstCall/—Crown Financial Group, Inc. (the “Company”, formerly M.H. Meyerson & Co., Inc., Nasdaq-SCM: CFGI-News) today announced that, pursuant to a formal notice dated November 13, 2003 from the Nasdaq Listing Qualifications Panel (“Panel”), effective November 17, 2003 the Company’s trading symbol will be modified to include a fifth character qualifier and will change from “CFGI” to “CFGIE”. As a basis for the trading symbol change, the Panel cited the Company’s Current Report on Form 8-K filed October 23, 2003 in which the Company advised against any reliance on its previous financial statements pending the ongoing review conducted by the Company’s management under the oversight of the Company’s Audit Committee and reports on such findings. The Panel further noted that it would consider the Company’s filing status in rendering a determination regarding the Company’s continued listing on the Nasdaq Stock Market. The “E” fifth character

Crown Financial Group Inc – SUBSCRIPTION AGREEMENT (November 5th, 2003)
Crown Financial Group Inc – SUBSCRIPTION AGREEMENT (November 5th, 2003)
Crown Financial Group Inc – PRESS RELEASE (October 30th, 2003)

Jersey City, NJ, October 28, 2003: Crown Financial Group, Inc. (Nasdaq-SCM: CFGI-News) today announced that Robert L. Slezak (46) has accepted the invitation of the Company’s Board of Directors to Chair Crown’s Audit Committee.

Meyerson M H & Co Inc /Nj/ – PRESS RELEASE (September 17th, 2003)

Jersey City, NJ, September 16, 2003: Crown Financial Group, Inc. (formerly M.H. Meyerson & Co., Inc., Nasdaq-SCM: MHMY-News) today named Jack Baker as Senior Vice President and Manager of Institutional Sales, reporting directly to John P. Leighton, Crown’s Chairman and Chief Executive Officer. Mr. Baker spent the last four years at Putnam Lovell, NBF as Managing Director, Head of Institutional Sales and Trading for both Nasdaq and Exchange listed securities.

Meyerson M H & Co Inc /Nj/ – PRESS RELEASE (September 17th, 2003)

Jersey City, NJ, September 16, 2003: Crown Financial Group, Inc. (formerly M.H. Meyerson & Co., Inc., Nasdaq-SCM: MHMY-News) today announced that the Company’s Board of Directors has elected Robert I. Turner to the position of Vice Chairman. Mr. Turner will also join the Company as Executive Vice President, Chief Financial Officer and Treasurer, reporting directly to John P. Leighton, Crown’s Chairman and Chief Executive Officer.

Meyerson M H & Co Inc /Nj/ – PRESS RELEASE (September 17th, 2003)

Jersey City, NJ, September 16, 2003: Crown Financial Group, Inc. (formerly M.H. Meyerson & Co., Inc., Nasdaq-SCM: MHMY-News) today announced that it filed its 2nd quarter results with the Securities and Exchange Commission. Results for the 2nd quarter showed a positive trend towards profitability with revenues more than doubling and losses decreasing greatly. Revenues for the second quarter ending July 31, 2003 were $5.037 million compared to $2.346 million for the first quarter ending April 30, 2003. Losses for the 2nd quarter were $395 thousand compared to losses in the 1st quarter of $1.93 million.

Meyerson M H & Co Inc /Nj/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (September 15th, 2003)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) entered into as of September 2, 2003 by and between M.H. MEYERSON & CO., INC. (d/b/a Crown Financial Group, Inc.), a New Jersey corporation (“MHM” or “Employer”), with offices located at Newport Office Tower, 525 Washington Boulevard, 34th Floor, Jersey City, New Jersey 07310, and JOHN P. LEIGHTON (“Employee”).

Meyerson M H & Co Inc /Nj/ – PRESS RELEASE (August 18th, 2003)

Jersey City, NJ, August 18, 2003: Crown Financial Group, Inc. (formerly M.H. Meyerson & Co., Inc., Nasdaq-SCM: MHMY-News) today announced that it has changed its market participation identification (“MPID”) symbols to CRWN from MHMY for market making and CRWC from MHMC for order entry.

Meyerson M H & Co Inc /Nj/ – FIRST AMENDMENT TO LETTER AGREEMENT This First Amendment, dated as of January 30, 2003, (the "Amendment"), to Letter Agreement, dated January 14, 2003 (the "Letter Agreement"), is executed by and between M.H. MEYERSON & CO., INC. (the "Company") and John P. Leighton ("Leighton"). Recitals -------- A. As of January 14, 2003, the parties executed the Letter Agreement concerning Leighton's employment by the Company. B. The parties have restructured Leighton's compensation in certain respects. C. The parties now desire to amend the Agreement to reflect the foregoing as hereinafter set forth. Agree (February 19th, 2003)
Meyerson M H & Co Inc /Nj/ – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment, dated as of January 30, 2003 (the "Amendment"), to Employment Agreement entered into as of January 14, 2003 by and between M.H. MEYERSON & CO., INC., a New Jersey corporation ("MHM" or "Employer"), with offices located at Newport Office Tower, 525 Washington Boulevard, 34th Floor, Jersey City, New Jersey 07310, and JOHN P. LEIGHTON, residing at 180 Nassau Blvd., Garden City, New York 11530 ("Employee"). Recitals -------- A. As of January 14, 2003, the parties executed an Employment Agreement (the "Agreement") pursuant to which Emplo (February 19th, 2003)
Meyerson M H & Co Inc /Nj/ – NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. STOCK PURCHASE WAR (January 23rd, 2003)
Meyerson M H & Co Inc /Nj/ – PRESS RELEASE Contacts: Martin H. Meyerson Eric Logan Co-Chairman Senior Vice President - Public Relations 201-459-9515 800-888-8118 FOR IMMEDIATE RELEASE JANUARY 14, 2003 JOHN P. LEIGHTON NAMED CO-CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF M.H. MEYERSON & CO., INC. JERSEY CITY, NJ JANUARY 14, 2003: M.H. MEYERSON & CO., INC., (MHMY), today announced that its Board of Directors has unanimously elected John P. Leighton as Co-Chairman and Chief Executive Officer of M.H. MEYERSON & CO., INC. Martin H. Meyerson, will be Co-Chairman of the Company through December 31, 2003, at which time he will become (January 23rd, 2003)
Meyerson M H & Co Inc /Nj/ – EMPLOYEES STOCK OPTION PLAN (July 21st, 1999)
Meyerson M H & Co Inc /Nj/ – STOCK PURCHASE AGREEMENT (June 10th, 1999)
Meyerson M H & Co Inc /Nj/ – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (June 10th, 1999)