1 RECOGNITION 1 2 UNION SECURITY 1 3 CHECK-OFF 2 4 HOURS OF WORK, OVERTIME AND SHIFT PREMIUM 3 REPORT PAY 3 SHIFT DIFFERENTIAL 4 OVERTIME 4 RETURN FROM LAY- OFF AND/OR LEAVE OF ABSENCE 4 5 PROBATIONARY PERIOD 4 6 SENIORITY 5 7 FORCE REDUCTION5 8...Agreement • March 31st, 1999 • American Drug Co • Wholesale-drugs, proprietaries & druggists' sundries
andLoan and Security Agreement • November 14th, 2001 • Five Star Products Inc • Wholesale-drugs, proprietaries & druggists' sundries • New Jersey
LEASELease • March 31st, 1999 • American Drug Co • Wholesale-drugs, proprietaries & druggists' sundries • Connecticut
Exhibit 10.13 NATIONAL PATENT DEVELOPMENT CORP. NON-QUALIFIED STOCK OPTION AGREEMENT AGREEMENT, dated March 1, 2007 (the "Grant Date"), between National Patent Development Corporation, a Delaware corporation (the "Company"), with an address at 777...Non-Qualified Stock Option Agreement • March 8th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
EMPLOYMENT AGREEMENT This Agreement dated as of November 28, 2001, by and between FIVE STAR GROUP, INC. ("Five Star"), a Delaware Corporation (hereinafter called the Company") and CHARLES DAWSON (hereinafter called the "Employee"). WHEREAS, the...Employment Agreement • April 1st, 2002 • Five Star Products Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT made and dated as of June 20, 2003, by and between FIVE STAR GROUP, INC., a corporation of the State of Delaware with its principal corporate place of business at 903 Murray Road, East...Loan and Security Agreement • August 14th, 2003 • Five Star Products Inc • Wholesale-miscellaneous nondurable goods • New Jersey
EXECUTION COPY ASSET PURCHASE AGREEMENT dated as of August 31, 1998Asset Purchase Agreement • September 15th, 1998 • American Drug Co • Wholesale-drugs, proprietaries & druggists' sundries • New York
EMPLOYMENT AGREEMENT This Agreement dated as of November 28, 2001, by and between FIVE STAR GROUP, INC. ("Five Star"), a Delaware Corporation (hereinafter called the Company") and STEVEN SCHILIT (hereinafter called the "Employee"). WHEREAS, the...Employment Agreement • April 1st, 2002 • Five Star Products Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
EMPLOYMENT AGREEMENT This Agreement dated as of November 28, 2001, by and between FIVE STAR GROUP, INC. ("Five Star"), a Delaware Corporation (hereinafter called the Company") and BRUCE SHERMAN (hereinafter called the "Employee"). WHEREAS, the Company...Employment Agreement • April 1st, 2002 • Five Star Products Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
AGREEMENT OF LEASE KAMPNER REALTY, LLCAgreement of Lease • April 11th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
EMPLOYMENT AGREEMENT This Agreement dated as of October 18, 2006, by and between FIVE STAR GROUP, INC. ("Five Star"), a Delaware Corporation (hereinafter called the Company") and BRUCE SHERMAN (hereinafter called the "Employee"). WHEREAS, the Company...Employment Agreement • October 24th, 2006 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
ARTICLE I AMENDMENT OF THE LOAN AGREEMENTSecond Modification Agreement • May 16th, 2005 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies
March 23, 2006Five Star Products Inc • March 31st, 2006 • Wholesale-hardware & plumbing & heating equipment & supplies
ARTICLE I AMENDMENT OF THE LOAN AGREEMENTThird Modification Agreement • August 12th, 2005 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies
Exhibit 10.12 FIVE STAR PRODUCTS, INC. STOCK OPTION AGREEMENT AGREEMENT, dated March 1, 2007 (the "Grant Date"), between Five Star Products, Inc., a Delaware corporation (the "Company"), with an address at 777 Westchester Avenue, New York, NY 10604,...Stock Option Agreement • March 7th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
Exhibit 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Agreement (this "Agreement"), dated as of February 23, 2007, by and between FIVE STAR GROUP, INC., a Delaware corporation (hereinafter called the Company") and BRUCE...Employment Agreement • March 7th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
November 14, 2005 FIVE STAR GROUP, INC. 903 Murray Road P.O. Box 1960 East Hanover, New Jersey 07936 Attention: Steve Schilit, Exec. Vice President Re: $35,000,000 Revolving Loan from Bank of America, N.A. to Five Star Group, Inc. Dear Mr. Schilit: On...Five Star Products Inc • November 15th, 2005 • Wholesale-hardware & plumbing & heating equipment & supplies
andFourth Modification Agreement • November 15th, 2005 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies
Exhibit 10.11 FIRST MODIFICATION AGREEMENT This FIRST MODIFICATION AGREEMENT (hereinafter the "Modification") dated as of May 28, 2004, by and between FIVE STAR GROUP, INC., a corporation of the State of Delaware with its principal corporate place of...First Modification Agreement • March 31st, 2005 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of March 2, 2007, between Five Star Products, Inc., a Delaware corporation ("FS"), and JL Distributors, Inc. ("JL"). WHEREAS, pursuant to that certain Amended and...Registration Rights Agreement • March 7th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
Exhibit 10.8 LEASE MODIFICATION AND EXTENSION AGREEMENT THIS AGREEMENT, made this 6th day of June, 1996, by and between Hanover Public Warehousing, Inc., a New Jersey corporation, having an office at Park 80 West, Plaza II, Saddle Brook, New Jersey...Lease Modification and Extension Agreement • March 31st, 1999 • American Drug Co • Wholesale-drugs, proprietaries & druggists' sundries
Exhibit 99.1 CONSULTING AND SEVERANCE AGREEMENT AGREEMENT, dated as of February 20, 2007, between Five Star Products, Inc., a Delaware corporation with principal executive offices at 777 Westchester Avenue, White Plains, NY (the "Company") and Steve...Consulting and Severance Agreement • February 20th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
Exhibit 10.7 FIVE STAR PRODUCTS, INC. RESTRICTED STOCK AGREEMENT AGREEMENT, dated March _ 2007 (the "Grant Date"), between Five Star Products, Inc., a Delaware corporation (the "Company"), with an address at 777 Westchester Avenue, New York, NY 10604,...Restricted Stock Agreement • March 7th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
FIVE STAR PRODUCTS, INC.Five Star Products Inc • June 26th, 2008 • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This agreement (this “Agreement”) is to confirm and memorialize the understanding by and among National Patent, the Company and Grantee pursuant to which the Company shall deliver to Grantee the Purchase Price (as defined herein) as consideration for Grantee’s agreement not to exercise Grantee’s Options after the date hereof and the cancellation of Grantee’s Options and the termination of the Stock Option Agreement upon payment of the Purchase Price.
Exhibit 10.18 TAX SHARING AGREEMENT TAX SHARING AGREEMENT (this "Agreement") dated as of February 1, 2004 between GP Strategies Corporation, a Delaware corporation ("GP Strategies"), and Five Star Products, Inc., a Delaware corporation, ("Five Star")....Tax Sharing Agreement • April 2nd, 2004 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
Exhibit 10.3 AGREEMENT3 Agreement • March 7th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
FIVE STAR PRODUCTS, INC.Five Star Products Inc • June 26th, 2008 • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This agreement (this “Agreement”) is to confirm and memorialize the understanding by and among National Patent, the Company and Grantee pursuant to which the Company shall deliver to Grantee the Purchase Price (as defined herein) as consideration for Grantee’s agreement not to exercise Grantee’s Options after the date hereof and the cancellation of Grantee’s Options.
Recitals:5 Purchase Agreement • March 7th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
TENDER OFFER AND MERGER AGREEMENT Dated as of June 26, 2008 among NATIONAL PATENT DEVELOPMENT CORPORATION, NPDV ACQUISITION CORP. and FIVE STAR PRODUCTS, INC.Tender Offer and Merger Agreement • June 26th, 2008 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This TENDER OFFER AND MERGER AGREEMENT, dated as of June 26, 2008 (this “Agreement”), is among NATIONAL PATENT DEVELOPMENT CORPORATION, a Delaware corporation (“Parent”), NPDV Acquisition Corp., a Delaware corporation (“Purchaser”), and FIVE STAR PRODUCTS, INC., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.12.
Five Star Products, Inc.Five Star Products Inc • June 14th, 2007 • Wholesale-hardware & plumbing & heating equipment & supplies
Pursuant to that certain Agreement of Lease between Kempner Realty, LLC, as Landlord and Five Star Products, Inc., as Tenant covering the premises located at 1202 Metropolitan Avenue, Brooklyn, New York 11237 (the "Lease"), the Landlord and Tenant, as provided in the definition of "Fair Market Value" in the Lease, each retained appraisers to determine the Fair Market Value of the Premises. The Landlord and Tenant have both received the appraisals of the Premises from the appraisers that each retained and such appraisals are different by 10% or less. Pursuant to the Lease, the Fair Market Value is the average of the appraisals or Seven Million Seven Hundred Fifty Thousand U.S. Dollars ($7,750,000) (Tenant's appraisal being $7,500,000 and Landlord's appraisal being $8,000,000) subject to an annual adjustment of 3% as provided in the Lease.
March 23, 2007Five Star Products Inc • March 31st, 2008 • Wholesale-hardware & plumbing & heating equipment & supplies
FIVE STAR PRODUCTS, INC.Five Star Products Inc • June 26th, 2008 • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This agreement (this “Agreement”) is to confirm and memorialize the understanding by and among National Patent, the Company and Grantee pursuant to which the Company shall deliver to Grantee the Purchase Price (as defined herein) as consideration for Grantee’s agreement not to exercise Grantee’s Options after the date hereof and the cancellation of Grantee’s Options and the termination of the Stock Option Agreement upon payment of the Purchase Price.
FIVE STAR PRODUCTS, INC.Five Star Products Inc • June 26th, 2008 • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This agreement (this “Agreement”) is to confirm and memorialize the understanding by and among National Patent, the Company and Grantee pursuant to which the Company shall deliver to Grantee the Purchase Price (as defined herein) as consideration for Grantee’s agreement not to exercise Grantee’s Options after the date hereof and the cancellation of Grantee’s Options and the termination of the Stock Option Agreement upon payment of the Purchase Price.
FIVE STAR PRODUCTS, INC.Five Star Products Inc • June 26th, 2008 • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This agreement (this “Agreement”) is to confirm and memorialize the understanding by and among National Patent, the Company and Grantee pursuant to which the Company shall deliver to Grantee the Purchase Price (as defined herein) as consideration for Grantee’s agreement not to exercise Grantee’s Options after the date hereof and the cancellation of Grantee’s Options and the termination of the Stock Option Agreement upon payment of the Purchase Price.
RESTATED AND AMENDED LOAN AND SECURITY AGREEMENTAnd Amended Loan and Security Agreement • July 3rd, 2008 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New Jersey
FIVE STAR GROUP, INC., a corporation of the State of Delaware with its principal corporate place of business at 903 Murray Road, East Hanover, Morris County, New Jersey 07936 with its mailing address at 903 Murray Road, P.O. Box 1960, East Hanover, Morris County, New Jersey 07936 (hereinafter referred to as “BORROWER”)
