1 EXHIBIT 10 STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 15th, 1998 • Standard Register Co • Manifold business forms • Delaware
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated: August 1, 2013 _________________________________________________________________ _________________________________________________________________ THE STANDARD REGISTER COMPANY, STANDARD REGISTER...Loan and Security Agreement • August 2nd, 2013 • Standard Register Co • Manifold business forms • New York
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made on August 1, 2013, by and among THE STANDARD REGISTER COMPANY, an Ohio corporation (individually and, in its capacity as the representative of the other Borrowers pursuant to Section 3.4 hereof, “SRC”), STANDARD REGISTER INTERNATIONAL, INC., an Ohio corporation (“SRI”), STANDARD REGISTER TECHNOLOGIES, INC., an Ohio corporation (“SRT”), IMEDCONSENT, LLC, a Delaware limited liability company (“iMed”), WORKFLOWONE LLC, a Delaware corporation (“Workflow”) and WORKFLOWONE OF PUERTO RICO INC (“Workflow PR”; and together with SRC, SRI, SRT, iMed and Workflow, each a “Borrower” and collectively, “Borrowers”); the various financial institutions listed on the signature pages hereof and their respective successors and permitted assigns which become “Lenders” as provided herein; and BANK OF AMERICA, N.A., a national banking association, in its capacity as collateral and administrative agent for the Lenders pursuant to Section 12 hereof
FORM OF AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • August 2nd, 2013 • Standard Register Co • Manifold business forms • Ohio
This Amended and Restated Agreement is made the 1st day of August, 2013 (the “Effective Date”) by and between The Standard Register Company, an Ohio corporation (the “Company”) and ____________________ (the “Executive”).
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • February 25th, 2011 • Standard Register Co • Manifold business forms • Ohio
THIS AGREEMENT is made and entered into by and between THE STANDARD REGISTER COMPANY, an Ohio corporation (the “Company”), and ____________ (“Grantee”) on _____________, 20__.
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT AND REAFFIRMATIONCredit Agreement and Reaffirmation • January 22nd, 2015 • Standard Register Co • Manifold business forms • New York
This FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT AND REAFFIRMATION (this “Amendment”) is entered into as of January 21, 2015, by and among THE STANDARD REGISTER COMPANY (the “New Borrower”), an Ohio corporation with its chief executive office and principal place of business at 600 Albany Street, Dayton, Ohio 45417, STANDARD REGISTER INTERNATIONAL, INC., an Ohio corporation, STANDARD REGISTER TECHNOLOGIES, INC., an Ohio corporation, IMEDCONSENT, LLC, a Delaware limited liability company, and STANDARD REGISTER OF PUERTO RICO INC., a Delaware corporation formerly known as WorkflowOne of Puerto Rico Inc., the Lenders party hereto and SILVER POINT FINANCE, LLC, as administrative agent (in such capacity, “Administrative Agent”).
SHAREHOLDERS AGREEMENTShareholders Agreement • August 2nd, 2013 • Standard Register Co • Manifold business forms • Ohio
SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of August 1, 2013, by and among The Standard Register Company, an Ohio corporation (the “Company”), Silver Point Capital, L.P., as Minority Shareholder Representative (as defined below), the Majority Shareholders (as defined below), and the minority shareholders of the Company listed on Schedule A (each, a “Minority Shareholder” and, collectively, the “Minority Shareholders”).
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • February 24th, 2012 • Standard Register Co • Manifold business forms • Ohio
THIS AGREEMENT is made and entered into by and between THE STANDARD REGISTER COMPANY, an Ohio corporation (the “Company”) and ________________ (“Grantee”).
SUPER-PRIORITY PRIMING DEBTOR IN POSSESSION DELAYED DRAW TERM LOAN CREDIT AGREEMENT,Credit Agreement • March 13th, 2015 • Standard Register Co • Manifold business forms
PRINT SERVICES AGREEMENT BETWEEN THE STANDARD REGISTER COMPANY AND EXPED, LLC APRIL 21, 2007Print Services Agreement • April 26th, 2007 • Standard Register Co • Manifold business forms • Ohio
This PRINT SERVICES AGREEMENT ("Agreement"), dated as of April 21, 2007 (the "Effective Date"), is between THE STANDARD REGISTER COMPANY, an Ohio corporation ("Standard" or "SRC"), with its principal place of business located at 600 Albany Street, Dayton, Ohio 45408-1442, and EXPED, LLC, an Ohio limited liability company, on its own behalf and on behalf of its Affiliates ("Client"), with its principal place of business located at 6450 Sand Lake Drive, Dayton, OH 45414. Standard and Client shall sometimes be referred to individually as a "Party" and collectively as the "Parties" in this Agreement.
PERFORMANCE RESTRICTED STOCK GRANT AGREEMENTPerformance Restricted Stock Grant Agreement • February 24th, 2012 • Standard Register Co • Manifold business forms • Ohio
THIS AGREEMENT is made and entered into by and between THE STANDARD REGISTER COMPANY, an Ohio corporation (the “Company”), and ____________ (“Grantee”) on _____________, 20__.
CREDIT AGREEMENT among THE STANDARD REGISTER COMPANY, as Borrower, THE FINANCIAL INSTITUTIONS NAMED HEREIN as Banks and KEYBANK NATIONAL ASSOCIATION, Lead Arranger and Administrative Agent dated as of May 11, 2001Assignment and Acceptance Agreement • August 14th, 2001 • Standard Register Co • Manifold business forms • Ohio
This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made effective as of the 11th day of May, 2001, among THE STANDARD REGISTER COMPANY, an Ohio corporation, 600 Albany Street, Dayton, Ohio 45401 ("Borrower"), the banking institutions named in Schedule 1 hereto (collectively, "Banks", and individually, "Bank") and KEYBANK NATIONAL ASSOCIATION, 127 Public Square, Cleveland, Ohio 44114-1306, as lead arranger and as administrative agent for the Banks under this Agreement (in such capacity as administrative agent, "Agent").
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 9th, 2006 • Standard Register Co • Manifold business forms • Ohio
This Share Purchase Agreement (hereinafter referred to as the “Agreement”) is made this 5th day of June, 2006 by and among Standard Register Technologies Canada ULC, a Nova Scotia unlimited liability company (“Seller”); The Standard Register Company, an Ohio corporation (“Parent”); and Whitehill Technologies, Inc., a New Brunswick corporation (“Purchaser”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 26th, 2007 • Standard Register Co • Manifold business forms
This Assignment and Assumption Agreement (the “Agreement”) is entered into effective as of April__, 2007 (the “Effective Date”) by and between THE STANDARD REGISTER CORPORATION, an Ohio corporation (“Assignor”), and EXPED, LLC, an Ohio limited liability company ("Assignee"), pursuant to the terms of the Asset Purchase Agreement dated the date hereof (the "Agreement") among Assignor, Assignee and DOUBLEDAY HOLDINGS, LLC, and for valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Assignor and Assignee agree as follows:
THIRD AMENDMENT AGREEMENTThird Amendment Agreement • March 2nd, 2004 • Standard Register Co • Manifold business forms • Ohio
This THIRD AMENDMENT AGREEMENT (this “Amendment”) is made as of the 31st day of December, 2003, by and among THE STANDARD REGISTER COMPANY, an Ohio corporation (“Borrower”), the financial institutions named in Schedule 1 to the Credit Agreement, as hereinafter defined (collectively, the “Banks” and, individually, each a “Bank”), and KEYBANK NATIONAL ASSOCIATION, as lead arranger and administrative agent (“Agent”).
THE STANDARD REGISTER COMPANY NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 24th, 2006 • Standard Register Co • Manifold business forms
DOMAIN NAMES AND WEBSITE ASSIGNMENTDomain Names and Website Assignment • April 26th, 2007 • Standard Register Co • Manifold business forms • Ohio
This DOMAIN NAMES AND WEBSITE ASSIGNMENT (“Agreement”), dated as of this ____ day of April, 2007 (the “Effective Date”), by and between THE STANDARD REGISTER COMPANY, an Ohio corporation (“Assignor”), and EXPED, LLC, an Ohio limited liability company (“Assignee”).
DIRECTOR INDEMNITY AGREEMENTDirector Indemnity Agreement • April 30th, 2010 • Standard Register Co • Manifold business forms • Ohio
THIS AGREEMENT (the "Agreement") is made to be effective as of ___________, 2010 by and between The Standard Register Company, an Ohio corporation (the "Company"), and ______________, an individual who is currently serving as a director of the Company (the "Indemnified Party").
FORM OF VOTING AGREEMENTForm of Voting Agreement • August 2nd, 2013 • Standard Register Co • Manifold business forms • Ohio
VOTING AGREEMENT (this “Agreement”), dated as of August 1, 2013, by and among The Standard Register Company, an Ohio corporation (“Company”), Silver Point Capital, L.P., as the Lenders’ Representative (in such capacity, the “Lenders’ Representative”) and each shareholder of the Company named on the signature pages hereto (each individually a “Shareholder” and, collectively, the “Shareholders”).
SHARE PURCHASE AGREEMENT by and among INSYSTEMS TECHNOLOGIES INC., and CERTAIN SHAREHOLDERS OF INSYSTEMS TECHNOLOGIES INC. and THE STANDARD REGISTER COMPANY June 25, 2002Share Purchase Agreement • August 14th, 2002 • Standard Register Co • Manifold business forms • Ontario
This Share Purchase Agreement (this “Agreement”) is made this 25th day of June, 2002 by and among The Standard Register Company, an Ohio corporation (“SRC”), InSystems Technologies Inc., an Ontario corporation (“InSystems”), and certain shareholders of InSystems who collectively represent 92% of the issued and outstanding Capital Shares and who are set forth on the signatory pages of this Agreement (referred to herein as the “Majority Shareholders”).
ASSIGNMENT OF COPYRIGHTSAssignment of Copyrights • April 26th, 2007 • Standard Register Co • Manifold business forms
This Agreement is made this day of , 2007, between The Standard Register Company, ("Assignor"), a corporation of the State of Ohio having a place of business at 600 Albany Street, Dayton, Ohio 45408, and Exped, LLC, ("Assignee"), a limited liability company organized under the laws of the State of Ohio, having a place of business at 6450 Sand Lake, Dayton, Ohio 45414.
GENERAL ASSIGNMENT AND BILL OF SALEGeneral Assignment and Bill of Sale • April 26th, 2007 • Standard Register Co • Manifold business forms
THE STANDARD REGISTER CORPORATION, an Ohio corporation (“Seller”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to, and in accordance with, the Asset Purchase Agreement dated as of the date hereof (the “Asset Purchase Agreement”) among EXPED, LLC, an Ohio limited liability company ("Purchaser”), DOUBLEDAY HOLDINGS, LLC, an Ohio limited liability company ("DoubleDay"), and Seller (unless otherwise defined herein, terms defined in the Asset Purchase Agreement are used herein as therein defined) and notwithstanding that certain of the Assets may be transferred, assigned or conveyed by separate and specific deeds or other instruments of transfer, assignment or conveyance, by these presents does hereby sell, assign, transfer and convey to Purchaser all of Seller’s right, title and interest in, to and under the Assets.
THE STANDARD REGISTER COMPANY NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 25th, 2011 • Standard Register Co • Manifold business forms
ExpeData Digital Pen & Paper Solution Channel Partner and Referral AgreementPartner and Referral Agreement • April 26th, 2007 • Standard Register Co • Manifold business forms • Ohio
This CHANNEL PARTNER AND REFERRAL AGREEMENT (“Agreement”) is made and entered into this 21st day of April, 2007 (“Effective Date’), by and between EXPED, LLC, an Ohio limited liability company (“ExpeData”), and THE STANDARD REGISTER COMPANY, an Ohio corporation (“Standard”), located at 600 Albany Street, Dayton, OH 45408.
MULTI-TENANT INDUSTRIAL TRIPLE NET LEASEAnd Attornment Agreement • May 3rd, 2013 • Standard Register Co • Manifold business forms
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • February 26th, 2008 • Standard Register Co • Manifold business forms • Ohio
THIS AGREEMENT is made and entered into by and between THE STANDARD REGISTER COMPANY, an Ohio corporation (the “Company”), and ___________ (“Grantee”) on February ___, 2008.
UNIQUE PATTERN PRINT ASSISTANCE AGREEMENTUnique Pattern Print Assistance Agreement • April 26th, 2007 • Standard Register Co • Manifold business forms
THIS UNIQUE PATTERN PRINT ASSISTANCE AGREEMENT (the “Agreement”), made and entered into effective as of April 21, 2007 by and between Exped, LLC, an Ohio limited liability company, having its principal office at 6450 Sand Lake, Dayton, Ohio 45414 (hereinafter referred to as “ExpeData”) and The Standard Register Company, an Ohio corporation, having its principal office at 600 Albany Street, P.O. Box 1167, Dayton, Ohio 45401-1167 (hereinafter referred to as “Standard”). All defined terms used in this Agreement are solely as defined herein.
POST-PETITION LOAN AND SECURITY AGREEMENT Dated: March 12, 2015 THE STANDARD REGISTER COMPANY, STANDARD REGISTER INTERNATIONAL, INC., STANDARD REGISTER TECHNOLOGIES, INC., IMEDCONSENT, LLC, STANDARD REGISTER OF PUERTO RICO INC., STANDARD REGISTER...Loan and Security Agreement • March 13th, 2015 • Standard Register Co • Manifold business forms • Georgia
THIS POST-PETITION LOAN AND SECURITY AGREEMENT (this "Agreement") is made on March 12, 2015, by and among THE STANDARD REGISTER COMPANY, an Ohio corporation (individually and, in its capacity as the representative of the other Borrowers pursuant to Section 3.4 hereof, “SRC”); STANDARD REGISTER INTERNATIONAL, INC., an Ohio corporation (“SRI”); STANDARD REGISTER TECHNOLOGIES, INC., an Ohio corporation (“SRT”); IMEDCONSENT, LLC, a Delaware limited liability company (“iMed”); STANDARD REGISTER OF PUERTO RICO INC f/k/a WorkflowOne of Puerto Rico Inc., a Delaware corporation (“SRPR”); STANDARD REGISTER HOLDING COMPANY, an Ohio corporation (“SR Holding”); STANDARD REGISTER MEXICO HOLDING COMPANY, an Ohio corporation (“SR MX Holdco”); STANDARD REGISTER TECHNOLOGIES CANADA ULC, an unlimited company organized under the laws of Nova Scotia (“SR Canada”); STANDARD REGISTER HOLDINGS, S de R.L. de C.V., a limited liability company organized under the laws of Mexico (“SR MX Holdings”); STANDARD REGIS
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • April 26th, 2007 • Standard Register Co • Manifold business forms • Ohio
This Transitional Services Agreement (this "Agreement") is made as of April 21, 2007 between THE STANDARD REGISTER COMPANY, an Ohio corporation ("Seller") and EXPED, LLC, an Ohio limited liability company ("Purchaser"), under the following circumstances:
ASSET PURCHASE AGREEMENT by and amongAsset Purchase Agreement • March 13th, 2015 • Standard Register Co • Manifold business forms • New York
ASSET PURCHASE AGREEMENT, dated as of March 12, 2015 (this “Agreement”), by and among The Standard Register Company, an Ohio corporation (“Seller Parent”), Standard Register International, Inc., an Ohio corporation, Standard Register Technologies, Inc., an Ohio corporation, Standard Register Holding Company, an Ohio corporation, Standard Register Mexico Holding Company, an Ohio corporation, iMedConsent, LLC, a Delaware limited liability company, Standard Register of Puerto Rico Inc., a Delaware corporation, Standard Register Holding, S. de R.L. de C.V., a Mexican limited company, Standard Register Servicios S. de R.L. de C.V., a Mexican limited company, Standard Register de Mexico, S. de R.L. de C.V., a Mexican limited company, and Standard Register Technologies Canada ULC, a Nova Scotia unlimited liability company (Seller Parent together with the foregoing entities, each a “Seller” and collectively, the “Sellers”) and Standard Acquisition Holdings, LLC, a Delaware Limited Liability Co
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • July 29th, 2011 • Standard Register Co • Manifold business forms • Ohio
THIS AGREEMENT is made and entered into by and between THE STANDARD REGISTER COMPANY, an Ohio corporation (the “Company”), and Board of Director member (“Grantee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 14th, 2002 • Standard Register Co • Manifold business forms • Ohio
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of July 10, 2002, by and between The Standard Register Company, an Ohio corporation, having its principal office at 600 Albany Street, P.O. Box 1167, Dayton, Ohio 45401-1147 (“Buyer”), Standard Register Holding Company, an Ohio corporation and wholly-owned subsidiary of Buyer (“Sub”) and PlanetPrint.com, Inc., a Minnesota corporation, with its principal place of business at 668 Kasota Avenue S.E., Minneapolis Minnesota 55144 (each reference to Seller includes “PlanetPrintDallas”.com, Inc., Copy Concepts, Inc. (“Copy Concepts”) and the Consulting and Software Division and Intellectual Property, as applicable in the context, collectively the (“Seller”), David G. Dillon (“Dillon”), Keith M. Nickoloff (“Nickoloff”), Brian Stone (“Stone”) and Phil Shirley (“Shirley”); Dillon, Nickoloff, Stone and Shirley, collectively the “Shareholders.”
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • February 24th, 2006 • Standard Register Co • Manifold business forms • Ohio
THIS AGREEMENT is made and entered into by and between THE STANDARD REGISTER COMPANY, an Ohio corporation (the “Company”), and (“Grantee”).
ASSET PURCHASE AGREEMENT dated as of December 13, 2004 by and between PITNEY BOWES INC. and THE STANDARD REGISTER COMPANYAsset Purchase Agreement • March 15th, 2005 • Standard Register Co • Manifold business forms • Connecticut
REGISTRATION RIGHTS AGREEMENT by and among The Standard Register Company, Silver Point Capital, L.P.,as Minority Shareholder Representative, the Minority Shareholders listed on Schedule I and the Majority Shareholders listed on Schedule II Dated as of...Registration Rights Agreement • August 2nd, 2013 • Standard Register Co • Manifold business forms • Ohio
REGISTRATION RIGHTS AGREEMENT, dated as of August 1, 2013, by and among The Standard Register Company, an Ohio corporation (the “Company”), Silver Point Capital, L.P., as Minority Shareholder Representative (as defined below), the shareholders of the Company listed on Schedule I (each, a “Minority Shareholder” and, collectively, the “Minority Shareholders”) and the shareholders of the Company listed on Schedule II (each, a “Majority Shareholder” and, collectively, the “Majority Shareholders”; and, together with the Minority Shareholders, each a “Shareholder” and, collectively, the “Shareholders”).
SECOND LIEN CREDIT AGREEMENT, dated as of August 1, 2013, among THE STANDARD REGISTER COMPANY, as the New Borrower, WORKFLOWONE LLC, as the Existing Borrower, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTIES HERETO, as the Subsidiary Guarantors,...Lien Credit Agreement • August 2nd, 2013 • Standard Register Co • Manifold business forms
THIS SECOND LIEN CREDIT AGREEMENT, dated as of August 1, 2013 (this “Agreement”), is among THE STANDARD REGISTER COMPANY (the “New Borrower”), an Ohio corporation with its chief executive office and principal place of business at 600 Albany Street, Dayton, Ohio 45417, WORKFLOWONE LLC (the “Existing Borrower” and collectively with the New Borrower, the “Borrowers”), a Delaware limited liability company, STANDARD REGISTER INTERNATIONAL, INC., an Ohio corporation (“SRI”), STANDARD REGISTER TECHNOLOGIES, INC., an Ohio corporation (“SRT”), IMEDCONSENT, LLC, a Delaware limited liability company (“iMed”) and WORKFLOWONE OF PUERTO RICO INC., a Delaware corporation (“WorkflowOne PR”; and together with SRI, SRT and iMed, each an “Initial Guarantor” and collectively together with any additional Subsidiaries of the New Borrower who become a party hereto as Subsidiary Guarantors, the “ Subsidiary Guarantors” and collectively with the Borrowers, the “Credit Parties”); the various financial instituti
