FORM OF] CONTINUING GUARANTY AGREEMENTContinuing Guaranty Agreement • June 7th, 2007 • Aegis Industries, Inc. • Lawn & garden tractors & home lawn & gardens equip • Connecticut
This CONTINUING GUARANTY AGREEMENT (the “Guaranty”), dated as of May __, 2007 by AEGIS MERGER CORPORATION, a Delaware corporation (the “Guarantor”), in favor of THOMAS KEENAN VENTURES, LLC (“TKV”).
FORM OF] REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2007 • Aegis Industries, Inc. • Lawn & garden tractors & home lawn & gardens equip • Delaware
This Registration Rights Agreement (the “Agreement”) is made and entered into as of the __ day of May, 2007 (the “Effective Date”) between Aegis Industries, Inc., a Nevada corporation (the “Company”), and Thomas Keenan Ventures, LLC, a Delaware limited liability company (the “Investor”).
AGREEMENT AND PLAN OF MERGER among Z5 TECHNOLOGIES LLC AEGIS MERGER CORPORATION AEGIS INDUSTRIES, INC. AND THOMAS KEENAN VENTURES, LLC May 31, 2007Agreement and Plan of Merger • June 7th, 2007 • Aegis Industries, Inc. • Lawn & garden tractors & home lawn & gardens equip • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 31, 2007, by and among AEGIS INDUSTRIES, INC., a Nevada corporation (“Holdings”); AEGIS MERGER CORPORATION, a Delaware corporation and a wholly owned subsidiary of Holdings (“Merger Co.”, and together with Holdings, each a “Purchaser” and together, the “Purchasers”); Z5 TECHNOLOGIES LLC, a Connecticut limited liability company (the “Company”); and THOMAS KEENAN VENTURES, LLC, a Delaware limited liability company (the “Seller”).
FORM OF] TERM LOAN NOTEAegis Industries, Inc. • June 7th, 2007 • Lawn & garden tractors & home lawn & gardens equip • Connecticut
FOR VALUE RECEIVED, the undersigned, AEGIS INDUSTRIES, INC., a Nevada corporation (“Maker”), does hereby promise to pay to the order of THOMAS KEENAN VENTURES, LLC (“Holder”), at its office at _______________________________ , or at such other place as the holder hereof (including Holder, hereinafter referred to as “Holder”) may designate, the principal sum of FIVE MILLION DOLLARS ($5,000,000), in Dollars and in immediately available funds, together with interest on the unpaid principal under this Note beginning on the date hereof, before and after maturity (by acceleration or otherwise) or judgment (but subject to the default rate of interest set forth below), at the per annum rates described below, and to pay all taxes (except taxes on the overall net income or gross receipts of Holder) levied or assessed on this Note or the debt evidenced hereby against Holder, and together with all costs, expenses and attorneys' and other professional fees incurred in any action to collect and/or e
