AMENDED AND RESTATED SECURED NOTEHc2 Holdings, Inc. • June 28th, 2017 • Fabricated structural metal products • New York
FOR VALUE RECEIVED, DTV America Corporation, a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of Continental General Insurance Company, a Texas corporation (the “Lender”), or its assigns, the aggregate principal sum of Two Million Dollars ($2,000,000), together with interest on the unpaid principal balance of this Amended and Restated Secured Note (this “Note”) outstanding from time to time at a rate equal to fourteen percent (14%) (computed on the basis of the actual number of days elapsed in a 365-day year) per annum (the “Interest Rate”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 28th, 2017 • Hc2 Holdings, Inc. • Fabricated structural metal products • Delaware
INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of June 27, 2017 by and among DTV America Corporation, a Delaware corporation (the “Corporation”), DTV Holding Inc., a Delaware corporation, and the holders of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”) listed on Schedule A hereto (each a “Stockholder” and collectively, the “Stockholders”), and effective upon and subject to the consummation of the transactions contemplated by the Securities Purchase Agreement (as defined below) which will result in DTV Holding and its Affiliates (each as defined below) owning more than fifty (50%) of the currently outstanding shares of Common Stock of the Corporation.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 28th, 2017 • Hc2 Holdings, Inc. • Fabricated structural metal products • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2017, by and among John N. Kyle II, Kristina C. Bruni, King Forward, Inc., Equity Trust Co FBO John N. Kyle, Tiger Eye Licensing L.L.C., Bella Spectra Corporation, Kim Ann Dagen and Michael S. Dagen, Trustees of the Kim Ann Dagen Revocable Living Trust Agreement dated March 2, 1999, Madison Avenue Ventures LLC, Paul Donner, Reeves Callaway, Don Shalhub, Shalhub Medical Investments PA, Tipi Sha, LLC, Luis O. Suau, Irwin Podhajser, Humberto Garriga (collectively, the “Sellers”) and DTV Holding Inc., a Delaware corporation (the “Purchaser”) (each of the Sellers and the Purchaser, a “Party” to this Agreement, and collectively, the “Parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 28th, 2017 • Hc2 Holdings, Inc. • Fabricated structural metal products • Florida
This ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of June 27, 2017, by and among DTV Holding Inc., a Delaware corporation ("Buyer"), KING FORWARD, INC., a Florida corporation ("King Forward"), TIGER EYE BROADCASTING CORPORATION, a Florida corporation, ("Tiger Eye"), TIGER EYE LICENSING, L.L.C., a Florida limited liability company ("Tiger Eye Licensing") and BELLA SPECTRA CORPORATION, a Florida corporation ("Bella Spectra" and together with King Forward, Tiger Eye and Tiger Eye Licensing, collectively, the "Sellers" and each a "Seller").
