Sunair Electronics Inc Sample Contracts

WITNESSETH:
Employment Agreement • May 16th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida
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EXHIBIT 10.11 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 10th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida
EMPLOYMENT AGREEMENT
Employment Agreement • September 8th, 2008 • Sunair Services Corp • Services-to dwellings & other buildings • Florida

This Employment Agreement (the “Agreement”), is entered into on September 3, 2008, to be effective as of July 25, 2008, (the “Effective Date”) by and between JACK I. RUFF (“Employee”), and SUNAIR SERVICES CORPORATION, a Florida corporation, with offices at 595 South Federal Highway, Suite 500, Boca Raton 33432 (the “Company”).

AGREEMENT AND PLAN OF MERGER among MASSEY SERVICES, INC. BUYER ACQUISITION COMPANY, INC. and SUNAIR SERVICES CORPORATION Dated as of September 28, 2009
Agreement and Plan of Merger • December 23rd, 2009 • Sunair Services Corp • Services-to dwellings & other buildings • Florida

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 28, 2009 among Massey Services, Inc., a Florida corporation (“Parent”), BUYER ACQUISITION COMPANY, INC., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and SUNAIR SERVICES CORPORATION, a Florida corporation (the “Company”). In addition to terms defined in the Preamble, Recitals and the Sections of this Agreement, certain terms are defined in Section 9.03 of this Agreement.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 11th, 2006 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • Florida

This Asset Purchase Agreement (“Agreement”) is made as of September 5, 2006, by and between SUNAIR COMMUNICATIONS, INC., an Florida corporation (“Seller”), and SUNAIR HOLDINGS, LLC, a Florida limited liability company (“Buyer”). Buyer and Seller are sometimes referred to separately in this Agreement as a “Party” and collectively as the “Parties.”

Share Purchase Agreement By and Among: Sunair Services Corporation; Net2Room.com Pte Ltd.; and Percipia, Inc.
Share Purchase Agreement • August 7th, 2007 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • Florida
AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • May 15th, 2006 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • Florida

This AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is entered into as of March 31, 2006, by and between Sunair Services Corporation, a Florida corporation (the “Company”) and RPC Financial Advisors, LLC, a Florida limited liability company (the “Manager”).

JOINT FILING AGREEMENT
Joint Filing Agreement • November 29th, 2004 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment
CONSULTING AGREEMENT
Consulting Agreement • November 1st, 2007 • Sunair Services Corp • Services-to dwellings & other buildings • Florida

THIS CONSULTING AGREEMENT (the “Agreement”) is entered into as of October 29, 2007, by and between Sunair Southeast Pest Holdings, Inc., a Florida corporation (the “Company”) and Gregory Clendenin (the “Consultant”).

ASSET PURCHASE AGREEMENT by and between RON FEE INC. and MIDDLETON PEST CONTROL, INC. dated as of March 31, 2006
Asset Purchase Agreement • April 5th, 2006 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • Florida

This Asset Purchase Agreement (this “Agreement”) is made as of March 31, 2006 (the “Effective Date”), by and between Middleton Pest Control, Inc., a Florida corporation (the “Buyer”), and Ron Fee Inc., a Florida corporation (the “Company”). The Buyer and the Company are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

AGREEMENT AND PLAN OF MERGER among MASSEY SERVICES, INC. BUYER ACQUISITION COMPANY, INC. and SUNAIR SERVICES CORPORATION Dated as of September 28, 2009
Agreement and Plan of Merger • December 22nd, 2009 • Sunair Services Corp • Services-to dwellings & other buildings
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 23rd, 2004 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida

This STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of August 6, 2004 by and among SUNAIR ELECTRONICS, INC., a Florida corporation ("Sunair"); PERCIPIA, INC. an Ohio corporation (the "Company"); and the shareholders listed on the signature page hereto, representing all of the shareholders of the Company (each a "Shareholder" and collectively, the "Shareholders"). Certain other capitalized terms used herein are defined in Article IX and throughout this Agreement.

AMENDMENT NUMBER 1 TO SUBORDINATED PROMISSORY NOTE
Subordinated Promissory Note • August 14th, 2009 • Sunair Services Corp • Services-to dwellings & other buildings

THIS AMENDMENT NUMBER 1 TO SUBORDINATED PROMISSORY NOTE (the “Amendment”), is effective as of June 30, 2009 (the “Effective Date”), by and between Sellers’ Representative, on behalf of Charles P. Steinmetz, the Charles P. Steinmetz Irrevocable Trust for the Benefit of Matthew A. Steinmetz, dated April 22, 2002, the Charles P. Steinmetz Irrevocable Trust for the Benefit of Louis Steinmetz, dated April 22, 2002 and Gregory A. Clendenin, as Trustee of the Gregory A. Clendenin Trust, dated September 11, 1997, as amended (collectively the “Holders”) at 1751 Via Amalfi, Winter Park, Florida 32789 and Sunair Southeast Pest Holdings, Inc., a Florida corporation with its principal place of business at 1350 E. Newport Center Drive, Suite 201, Deerfield Beach, FL 33442 (the “Company”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 15th, 2008 • Sunair Services Corp • Services-to dwellings & other buildings • North Carolina

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of Februar 12, 2008, is by and among SUNAIR SERVICES CORPORATION (f/k/a SUNAIR ELECTRONICS, INC., a Florida corporation (the “Borrower”), each of those subsidiaries of the Borrower party hereto (each a “Guarantor”, and collectively, the “Guarantors”), the several banks and other financial institutions (the “Lenders”) from time to time party to the Credit Agreement (defined below) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Agent”).

AGREEMENT
Agreement • August 15th, 2003 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida

This Agreement (“Agreement”) is made and entered into as of August 14, 2003, by and between Michael Herman, an individual resident of the state of Colorado (“Herman”) and SunAir Electronics, Inc., a Florida corporation (“SunAir”).

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 29th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”), is made and effective as of _____________________________ (the “Grant Date”), by and between Sunair Electronics, Inc., a Florida corporation (“Sunair”), and ________________________ (“Participant”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 15th, 2007 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • North Carolina

The Applicable Percentage shall, in each case, be determined and adjusted quarterly on the date three (3) Business Days after the date on which the Administrative Agent has received from the Borrower the quarterly financial information and certifications required to be delivered to the Administrative Agent and the Lenders in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b) (each an “Interest Determination Date”). Such Applicable Percentage shall be effective from

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 2nd, 2009 • Sunair Services Corp • Services-to dwellings & other buildings • Florida

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 22, 2009, is by and among SUNAIR SERVICES CORPORATION (f/k/a SUNAIR ELECTRONICS, INC.), a Florida corporation (the “Borrower”), each of those subsidiaries of the Borrower party hereto (each a “Guarantor”, and collectively, the “Guarantors”), the several banks and other financial institutions (the “Lenders”) from time to time party to the Credit Agreement (defined below) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Agent”). Capitalized terms used herein without definition have the respective meanings set forth in the Credit Agreement. References herein to “Sections” are to Sections of the Credit Agreement unless otherwise indicated.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 12th, 2004 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • England

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 5, 2004 by and among SUNAIR COMMUNICATIONS, LIMITED, a private limited Company incorporated in England with registration number (5227024), (“Sunair”); TELECOM FM, LIMITED, a private limited Company incorporated in England with registration number (3002459) (the “Company”); TFM Group Limited, a private limited Company incorporated in England with registration number (3416773) and the sole shareholder of the Company (the “Shareholder”). Certain other capitalized terms used herein are defined in Article XI and throughout this Agreement.

STOCK OPTION AGREEMENT
Stock Option Agreement • March 29th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida

THIS STOCK OPTION AGREEMENT (this “Agreement”), is made and effective as of this 5th day of August, 2004 (the “Grant Date”), by and between Sunair Electronics, Inc., a Florida corporation (“Sunair”), and each person set forth on Schedule 1 hereto (each an “Optionee”).

PURCHASE AGREEMENT
Purchase Agreement • December 21st, 2005 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • New York

THIS AGREEMENT (this “Agreement”) is made as of the ___day of December 2005, by and between Sunair Services Corporation (formerly known as Sunair Electronics, Inc.) (the “Company”), a corporation organized under the laws of the State of Florida, with its principal offices at 3005 SW Third Avenue, Fort Lauderdale, Florida 33315, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”). As used herein, the term “Placement Agent” shall mean Roth Capital Partners, LLC.

SUBORDINATED PROMISSORY NOTE
Sunair Services Corp • April 5th, 2006 • Radio & tv broadcasting & communications equipment • Florida

FOR VALUE RECEIVED, the undersigned (the “Borrower”) promises to pay to the order of RON FEE INC., a Florida corporation (the “Holder”) at 266 Gulfport Lane, Spring Hill, Florida 34608, or such other place or places as the Holder may designate in writing, the sum set forth herein in lawful money of the United States, together with interest in like lawful money, as set forth below:

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • March 29th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida

This Management Services Agreement (the “Agreement”) is entered into this 8th day of February, 2005, by and between Sunair Electronics, Inc., a Florida corporation (the “Company”) and RPC Financial Advisors, LLC, a Florida limited liability company (the “Manager”). Notwithstanding anything stated herein to the contrary, this Agreement shall not be of any legal force and effect unless the Company consummates the transactions contemplated by that certain Purchase Agreement, dated November 17, 2004, by and between the Company and Coconut Palm Capital Investors II, Ltd. (“Coconut Palm”), an affiliate of the Manager (the “Purchase Agreement”).

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • January 8th, 2008 • Sunair Services Corp • Services-to dwellings & other buildings • Florida

This Management Services Agreement (the “Agreement”) is dated as of February 8, 2008, between Sunair Services Corporation, a Florida corporation (the “Company”) and RPC Financial Advisors, LLC, a Florida limited liability company (the “Manager”).

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • November 1st, 2007 • Sunair Services Corp • Services-to dwellings & other buildings • Florida

THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is entered into as of October 29, 2007, by and between Gregory Clendenin (the “Employee”) and Sunair Southeast Pest Holdings, Inc., a Florida corporation (the “Company”).

CREDIT AGREEMENT among SUNAIR ELECTRONICS, INC. as Borrower, ITS DOMESTIC SUBSIDIARIES FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of June 7, 2005
Credit Agreement • June 10th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • North Carolina

The Applicable Percentage shall, in each case, be determined and adjusted quarterly on the date three (3) Business Days after the date on which the Administrative Agent has received from the Borrower the quarterly financial information and certifications required to be delivered to the Administrative Agent and the Lenders in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b) (each an “Interest Determination Date”). Such Applicable Percentage shall be effective from such Interest Determination Date until the next such Interest Determination Date. After the Closing Date, if the Borrower shall fail to provide the financial information and certifications in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b) or an Event of Default shall have occurred and be continuing, the Applicable Percentage shall, on the date three (3) Business Days after the date by which the Borrower was so required to provide such financial information and certifications to the Adm

JOINT FILING AGREEMENT
Joint Filing Agreement • February 2nd, 2009 • Sunair Services Corp • Services-to dwellings & other buildings

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the undersigned acknowledge and agree that the foregoing statement on Schedule 13D with respect to the Common Stock is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. Additionally, the undersigned acknowledge and agree to the inclusion of this Joint Filing Agreement as an Exhibit to this Statement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

ASSET PURCHASE AGREEMENT by and between SPA CREEK SERVICES, LLC and MIDDLETON PEST CONTROL, INC. dated as of December 16, 2005
Asset Purchase Agreement • December 21st, 2005 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • Florida

This Asset Purchase Agreement (this “Agreement”) is made as of December 16, 2005 (the “Effective Date”), by and between Middleton Pest Control, Inc., a Florida corporation (the “Buyer”), and Spa Creek Services, LLC, a Delaware limited liability company (the “Company”). The Buyer and the Company are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

STOCK OPTION AGREEMENT
Stock Option Agreement • May 26th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida

THIS STOCK OPTION AGREEMENT (this “Agreement”), is made and effective as of this 16th day of November, 2004 (the “Grant Date”), by and between Sunair Electronics, Inc., a Florida corporation (“Sunair”), and John J. Hayes (the “Optionee”).

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