RECITAL:Loan and Security Agreement • February 9th, 2001 • Programmers Paradise Inc • Wholesale-computers & peripheral equipment & software • New Jersey
andRights Agreement • November 18th, 1999 • Programmers Paradise Inc • Wholesale-computers & peripheral equipment & software • Delaware
L E A S ELease • April 2nd, 1999 • Programmers Paradise Inc • Wholesale-computers & peripheral equipment & software
AGREEMENT ---------Forbearance Agreement • August 14th, 2000 • Programmers Paradise Inc • Wholesale-computers & peripheral equipment & software • New Jersey
andRights Agreement • November 18th, 1999 • Programmers Paradise Inc • Wholesale-computers & peripheral equipment & software • Delaware
EXHIBIT 10.40 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of _____ ___, 1998, by and between Programmer's Paradise, Inc., a Delaware corporation with offices at 1163 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the"Corporation"), and...Employment Agreement • April 2nd, 1999 • Programmers Paradise Inc • Wholesale-computers & peripheral equipment & software • New Jersey
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 5th, 2017 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [______, 20__], by and between Wayside Technology Group, Inc., a Delaware corporation (the “Company”), and [_____________] (“Indemnitee”).
EXHIBIT 10.38 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 14, 1998, by and between Programmer's Paradise, Inc., a Delaware corporation with offices at 1163 Shrewsbury Avenue, Shrewsbury, New Jersey 077002-4321 (the"Corporation"), and...Employment Agreement • April 2nd, 1999 • Programmers Paradise Inc • Wholesale-computers & peripheral equipment & software • New Jersey
EXHIBIT 10.41 EMPLOYMENT AGREEMENT THE UNDERSIGNED: 1. LOGICSOFT HOLDING BV, a closed company with limited liability under the laws of the Netherlands, with its corporate seat in Amsterdam, hereinafter referred to as: "EMPLOYER"; and 2. MR FRANS H.M....Employment Agreement • April 2nd, 1999 • Programmers Paradise Inc • Wholesale-computers & peripheral equipment & software
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 23rd, 2023 • Climb Global Solutions, Inc. • Wholesale-computers & peripheral equipment & software • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) is entered into as of May 18, 2023 by and among CLIMB GLOBAL SOLUTIONS, INC., a Delaware corporation (the “Company”), PROGRAMMER’S PARADISE, INC., a Delaware corporation (“Paradise”), CLIMB CHANNEL SOLUTIONS, INC., a Delaware corporation (“Solutions”), TECHXTEND, INC., a Delaware corporation (“Tech”), ISP INTERNATIONAL SOFTWARE PARTNERS, INC., a Delaware corporation (“International”), INTERWORK TECHNOLOGIES INC., a Delaware corporation (“Interwork”), and any additional entities that become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I hereto (such additional entities, together with the Company, Paradise, Solutions, Tech, International and Interwork, each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrativ
EMPLOYMENT AGREEMENT -------------------- This Employment Agreement ("Agreement") is made as of the 9th day of June, 1998, by and between Programmer's Paradise, Inc., a Delaware corporation having its principal place of business at 1163 Shrewsbury...Employment Agreement • April 2nd, 1999 • Programmers Paradise Inc • Wholesale-computers & peripheral equipment & software • New Jersey
COMMERCIAL PLEDGE AGREEMENTCommercial Pledge Agreement • January 8th, 2013 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • New York
THIS COMMERCIAL PLEDGE AGREEMENT dated January 4, 2013, is made and executed among Wayside Technology Group, Inc (“Grantor”); Wayside Technology Group, Inc ; Lifeboat Distribution, Inc. ; Techxtend, Inc. ; and Programmer’s Paradise, Inc. (“Borrower”); and Citibank, N.A. (“Lender”).
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • January 8th, 2013 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • New York
THIS COMMERCIAL SECURITY AGREEMENT dated January 4, 2013, is made and executed among Wayside Technology Group, Inc (“Grantor”); Wayside Technology Group, Inc ; Lifeboat Distribution, Inc. ; Techxtend, Inc. ; and Programmer’s Paradise, Inc. (“Borrower”); and Citibank, N.A. (“Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2020 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
This Employment Agreement (this “Agreement”) is entered into as of January 2, 2018 (the “Effective Date”) by and between Wayside Technology Group, Inc., a Delaware corporation (the “Company” or “Wayside”), and Charles Bass (the “Executive”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 31st, 2019 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • New Jersey
This Separation and Release Agreement (this “Agreement”) is entered into by and between Wayside Technology Group, Inc., a Delaware corporation (the “Company”), on behalf of itself, its subsidiaries, and other corporate affiliates and each of their respective employees, officers, directors, owners, shareholders, and agents (collectively referred to as the “Company Group”), and Steve DeWindt, an individual residing at 970 Meadowlark Dr., Laguna Beach, CA 92651 (the “Executive”). The Company and the Executive may be referred to herein individually as a “Party” and collectively as the “Parties”. This Agreement will become effective on the day following the seven-day revocation period described in Section 6(h) (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2018 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
This Employment Agreement (this “Agreement”) is entered into as of January 2, 2018 (the “Effective Date”) by and between Wayside Technology Group, Inc., a Delaware corporation (the “Company” or “Wayside”), and Charles Bass (the “Executive”).
SETTLEMENT AGREEMENTSettlement Agreement • April 17th, 2020 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
This Settlement Agreement (this “Agreement”), effective as of April 16, 2020 (the “Effective Date”), is entered into by and among Wayside Technology Group, Inc., a Delaware corporation (the “Company” or “Wayside”), Simon F. Nijnens (“Nynens”), Dennis Crowley and the persons and entities identified under that certain SKK Schedule 13D (as defined below) as Reporting Persons (as defined therein) (each, an “SKK Party” and collectively, the “SKK Parties”). Wayside, Nynens and the SKK Parties are collectively referred to herein as the “Parties,” and each of Wayside, Nynens and the collective SKK Parties, a “Party.” Unless otherwise defined herein, capitalized terms shall have the meanings given to them in Section 20 herein.
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2004 • Programmers Paradise Inc • Wholesale-computers & peripheral equipment & software • New Jersey
EMPLOYMENT AGREEMENT, dated as of July 15, 2002 by and between Programmer's Paradise, Inc., a Delaware corporation with offices at 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the "Corporation"), and William H. Willett, an individual residing at 137 Rose Hill Road, Southport, Connecticut 06490 (the "Executive").
ContractAgreement • August 18th, 2022 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • England and Wales
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT executed by and among WAYSIDE TECHNOLOGY GROUP, INC., and LIFEBOAT DISTRIBUTION, INC., and TECHXTEND, INC., and PROGRAMMER’S PARADISE, INC., and ISP INTERNATIONAL SOFTWARE PARTNERS, INC., on...Credit Loan Agreement by And • November 20th, 2017 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2018 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered by and between Wayside Technology Group, Inc. (the “Company”) and Steve DeWindt (“Executive”), effective as of October 5, 2018 (the “Effective Date”).
Description of William Willett Consulting AgreementWayside Technology Group, Inc. • May 15th, 2007 • Wholesale-computers & peripheral equipment & software
On January 9, 2006, in connection with the resignation of William Willett as President and Chief Executive Officer of Wayside Technology Group, Inc. (the "Company"), the Company and Mr. Willett entered into an oral consulting agreement. Under such consulting agreement, Mr. Willett remained as the Company's Chairman of the Board until the Company's 2006 Annual Meeting of Shareholders.
EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 2020 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
This Employment Agreement (this “Agreement”) is entered into as of January 15, 2020 (the “Effective Date”) by and between Wayside Technology Group, Inc., a Delaware corporation (the “Company” or “Wayside”), and Dale Foster (the “Executive”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Date: 06 November 2020Wayside Technology Group, Inc. • November 9th, 2020 • Wholesale-computers & peripheral equipment & software • England and Wales
The persons listed in part 1 of Schedule 1as SellersMatthew Whittonas the OptionholderWayside Technology UK Holdings Limitedas BuyerWayside Technology Group, Inc.as Guarantor
First Amendment to Second Amended and Restated Revolving Credit Loan Agreement and other Loan Documents executed by and among WAYSIDE TECHNOLOGY GROUP, INC., and Climb Channel Solutions, Inc., F/K/A LIFEBOAT DISTRIBUTION, INC., and TECHXTEND, INC.,...Wayside Technology Group, Inc. • September 2nd, 2020 • Wholesale-computers & peripheral equipment & software • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (hereinafter referred to as this “First Amendment”), is made as of August 31st , 2020, by and among
JOINT FILING AGREEMENT BETWEEN EMERSON PARTNERS AND J. STEVEN EMERSONJoint Filing Agreement • November 17th, 2005 • Programmers Paradise Inc • Wholesale-computers & peripheral equipment & software
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended (the "Act"), only one joint statement and any amendments thereto need to be filed whenever one or more persons are required to file such a statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement or amendments thereto is filed on behalf of each of them;
STOCK PURCHASE AGREEMENT by and among CLIMB Channel Solutions (Canada) Inc., a corporation incorporated under the laws of the Province of Ontario, Canada and Interwork Technologies Inc., a Delaware corporation and Interwork Technologies Inc., a...Stock Purchase Agreement • April 22nd, 2020 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 20, 2020 (the “Effective Date”), is entered into by and among (i) CLIMB Channel Solutions (Canada) Inc., a corporation incorporated under the laws of the Province of Ontario (the “Buyer”), (ii) Interwork Technologies Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (the “Canadian Company”), (iii) Interwork Technologies Inc., a Delaware corporation (the “US Company,” and together with the Canadian Company, the “Companies”, and each individually, a “Company”), (iv) Interwork Group Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (the “Seller”), and (v) solely for the purposes of Section 8.04 of this Agreement, Firepower Equity Inc., a corporation incorporated under the laws of the Province of Ontario (“Firepower”).
FIRST ALLONGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN NOTEWayside Technology Group, Inc. • September 2nd, 2020 • Wholesale-computers & peripheral equipment & software • New York
THIS FIRST ALLONGE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN NOTE (hereinafter referred to as this “Allonge”) is made this 31st day of August, 2020, by and among WAYSIDE TECHNOLOGY GROUP, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware (hereinafter referred to as “Wayside”), CLIMB CHANNEL SOLUTIONS, INC. f/k/a Lifeboat Distribution, Inc., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware (hereinafter referred to as “Climb Channel Solutions”), TECHXTEND, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware (hereinafter referred to as “Techxtend”), PROGRAMMER’S PARADISE, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware (hereinafter referred to as “Programmer’s Paradise”), ISP INTERNATIONAL SOFTWARE PARTNERS, INC., a corporation dul
VMWARE DISTRIBUTOR AGREEMENT (NORTH AMERICA AND SOUTH AMERICA (NASA))Vmware Distributor Agreement • August 14th, 2008 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • California
This Distributor Agreement (the "Agreement") is made as of the date of last signature ("Effective Date") by and between VMware, Inc., a Delaware corporation with offices at 3145 Porter Drive, Palo Alto, California 94304 ("VMware"), and Lifeboat Distribution (a division of Programmer's Paradise, Inc.), a Delaware corporation with offices at the address specified below the signature block ("Distributor"), to appoint Distributor a distributor of the software and service products designated in Exhibit A in accordance with the terms and conditions of this Agreement.
MODIFICATION OF LEASEModification of Lease • November 3rd, 2006 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software
This MODIFICATION OF LEASE ("Modification"), made as of the 27 day of July, 2006, by and between SBC HOLDINGS L.P., a Delaware limited partnership, having a mailing address c/o National Realty & Development Corp., 3 Manhattanville Road, Purchase, New York 10577 (hereinafter referred to as "Landlord"), and PROGRAMMER'S PARADISE, INC. having an address of 1157 Shrewsbury Avenue, Shrewsbury, New Jersey (hereinafter referred to as "Tenant").
providing working capital and for general corporate purposes (hereinafter referred to as the "Original Loan Facility"); and WHEREAS, pursuant to the terms, conditions, and provisions of that certain Joinder and Amendment Agreement dated as of March...Security Agreement • November 20th, 2017 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • New Jersey
ORIGINAL SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN NOTE $20,000,000.00 Iselin, New Jersey November 15 , 2017 FOR VALUE RECEIVED, the undersigned, WAYSIDE TECHNOLOGY GROUP, INC., a corporation duly organized, validly existing and in good...Wayside Technology Group, Inc. • November 20th, 2017 • Wholesale-computers & peripheral equipment & software
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • January 8th, 2013 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software • New York
THIS BUSINESS LOAN AGREEMENT dated January 4, 2013, is made and executed between Wayside Technology Group, Inc ; Lifeboat Distribution, Inc. ; Techxtend, Inc. ; and Programmer’s Paradise, Inc. (“Borrower”) and Citibank, N.A. (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
PROGRAMMER'S PARADISE, INC. FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTQualified Stock Option Agreement • March 13th, 2008 • Wayside Technology Group, Inc. • Wholesale-computers & peripheral equipment & software
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2006 • Programmers Paradise Inc • Wholesale-computers & peripheral equipment & software • New Jersey
EMPLOYMENT AGREEMENT, dated as of January 12, 2006 by and between Programmer's Paradise, Inc., a Delaware corporation with offices at 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702-4321 (the "Corporation") and Simon F. Nynens, an individual residing at 1581 Holly Boulevard, Manasquan, New Jersey 08736 (the "Executive").
