0001144204-08-018761 Sample Contracts

March 31st, 2008 · Common Contracts · 1000 similar
United Benefits & Pension Services, Inc.REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 30, 2007, between United Benefits & Pension Services, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (the “Purchasers”).

March 31st, 2008 · Common Contracts · 19 similar
United Benefits & Pension Services, Inc.SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of November 30, 2007 (this “Agreement”), among Associated Third Party Administrators, a California corporation ( the “Company”), United Benefits & Pension Services, Inc., a Delaware corporation (”UBPS”) and all of the Subsidiaries of the Company (other than Trust Benefits Online, LLC) (UBPS and such subsidiaries, the “Guarantors”) (the Company, UBPS and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s Senior Secured Notes due May 30, 2011 in the original aggregate principal amount of $8,000,000 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).

March 31st, 2008 · Common Contracts · 4 similar
United Benefits & Pension Services, Inc.GUARANTEE

GUARANTEE, dated as of November 30, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the Purchasers signatory (collectively, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between United Benefits and Pension Services, Inc., a Delaware corporation (“UBPS”), Associated Third Party Administrators, a California corporation (the “Company”) and the Purchasers.

March 31st, 2008 · Common Contracts · 2 similar
United Benefits & Pension Services, Inc.EMPLOYMENT AGREEMENT

Employment Agreement, dated as of December 17, 2007, by and between Richard E. Stierwalt, an individual with an address at [___________________] (“Executive”), and United Benefits & Pension Services, Inc., a Delaware Corporation, with its principal office located at 501 Kings Highway East, Suite 108, Fairfield, Connecticut 06825 (the “Company”).

March 31st, 2008
United Benefits & Pension Services, Inc.REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 17, 2007 among United Benefits & Pension Services, Inc., a Delaware corporation (“UBPS”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

March 31st, 2008
United Benefits & Pension Services, Inc.Name and Address of Client: Associated Third Party Administrators Alameda, CA 94502 INFORMATION CONCEPTS, INC.(“ICI”) and ASSOCIATED THIRD PARTY ADMINISTRATORS, INC. ("Client") hereby agree as follows:

Any controversy or claim arising out of or relating to this agreement, or the making, performance, or interpretation thereof including fee disputes or claims of malpractice, negligence, malfeasance or breach of fiduciary duty shall be resolved by binding arbitration in accordance with the then current applicable Rules of the American Arbitration Association, and the arbitration proceeding shall be held in Los Angeles, California, and the arbitrators shall follow California law, allow discovery where appropriate and be experienced in the subject matter of the matter in dispute. Judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy.

March 31st, 2008
United Benefits & Pension Services, Inc.REVENUE ESCROW AGREEMENT

THIS REVENUE ESCROW AGREEMENT (this “Revenue Escrow Agreement”) made as of December 17, 2007, by and among United Benefits & Pension Services, Inc., a Delaware corporation (the “Parent”), Tom Weston (“Stockholders’ Representative”, and together with Parent, sometimes referred to individually as “Party” or collectively as the “Parties”) and JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”).

March 31st, 2008
United Benefits & Pension Services, Inc.AMENDED AND RESTATED SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT

THIS AMENDED AND RESTATED SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT is made as of this 15th day of October, 2007 by and between United Benefits & Pension Services, Inc., a Delaware corporation (the “Company”) and the parties signatory hereto and identified in Schedule A hereto (hereinafter collectively referred to as the “Purchasers” or the “Buyers”).

March 31st, 2008
United Benefits & Pension Services, Inc.ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made this 27th day of February, 2008, by and between TRUST BENEFITS ONLINE, LLC, a Delaware limited liability company ("Assignor"), and, BENEFITS TECHNOLOGIES, LLC, a Delaware limited liability company ("Assignee").

March 31st, 2008
United Benefits & Pension Services, Inc.LIMITED LIABILITY COMPANY AGREEMENT OF BENEFITS TECHNOLOGIES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT OF BENEFITS TECHNOLOGIES, LLC ("Agreement") is made as of January 31, 2008, by and among the initial Members listed in Exhibit A to this Agreement, and pursuant to the Act and the Certificate of Formation, as either may be amended from time to time. In consideration of their mutual promises, the parties to this Agreement agree as follows:

March 31st, 2008
United Benefits & Pension Services, Inc.CLIENT ESCROW AGREEMENT

THIS CLIENT ESCROW AGREEMENT (this “Client Escrow Agreement”) made as of December 17, 2007, by and among United Benefits & Pension Services, Inc., a Delaware corporation (the “Parent”), Tom Weston (“Stockholders’ Representative”, and together with Parent, sometimes referred to individually as “Party” or collectively as the “Parties”), and JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”).

March 31st, 2008
United Benefits & Pension Services, Inc.ASSET CONTRIBUTION AND COMBINATION AGREEMENT

THIS ASSET CONTRIBUTION AND COMBINATION AGREEMENT (this "Agreement") is entered into on January 31, 2008, by and among TRUST BENEFITS ONLINE, LLC, a Delaware limited liability company ("TBOL"), INFORMATION CONCEPTS, INC., a California corporation ("ICI"), ASSOCIATED THIRD PARTY ADMINISTRATORS, INC., a California corporation ("ATPA"), SCOTT VANDEURSEN ("VanDeursen"), BRUCE L. BILLER (“Biller”), RONALD JENSEN (“Jensen”), and BENEFITS TECHNOLOGIES, LLC, a Delaware limited liability company (the "Company") (each party shall sometimes be referenced to herein as a "Party" and, collectively, as the "Parties").

March 31st, 2008
United Benefits & Pension Services, Inc.REGISTRATION RIGHTS

The Holder shall be entitled to any and all of the rights of the Purchasers pursuant to a Registration Rights Agreement dated as of December 17, 2007 (the “RRA”) among United Benefits & Pension Services, Inc. (the “Company”) and several purchasers signatory thereto. For all purposes the “Registrable Securities” (as defined below) shall be deemed Registrable Securities pursuant to that RRA and the Holder of this Warrant, any other Placement Agent Warrant (collectively, the “Warrants”) and/or any Warrant Shares shall be deemed a “Holder” pursuant to the terms of the RRA.

March 31st, 2008
United Benefits & Pension Services, Inc.CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”), dated as of December 17, 2007, by and between Thomas Mackell, an individual residing at _________________________________ (the “Consultant”), and United Benefits & Pension Services, Inc., a Delaware corporation having an address at 501 Kings Highway East, Suite 108, Fairfield, Connecticut 06825 (the “Company”).

March 31st, 2008
United Benefits & Pension Services, Inc.SUBORDINATED SECURED PROMISSORY NOTE AND PLEDGE AGREEMENT

FOR VALUE RECEIVED, UNITED BENEFITS & PENSION SERVICES, INC. (the “Maker”), a Delaware corporation, promises to pay to the order of Tom Weston (“Holder”), as agent for the Company Stockholders (as defined below), the principal sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($2,500,000.00), in accordance with, and subject to, the terms of that certain Client Escrow Agreement, dated as of even date herewith (the “Escrow Agreement”), by and among the Maker, the Holder, and the JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”).

March 31st, 2008
United Benefits & Pension Services, Inc.SIDE LETTER RE: CLOSING MATTERS

THIS SIDE LETTER RE: CLOSING MATTERS (this "Side Letter") is entered into as of February 27, 2008 by and among TRUST BENEFITS ONLINE, LLC, a Delaware limited liability company ("TBOL"), INFORMATION CONCEPTS, INC., a California corporation ("ICI"), ASSOCIATED THIRD PARTY ADMINISTRATORS, INC., a California corporation ("ATPA"), SCOTT VANDEURSEN ("VanDeursen"), BRUCE L. BILLER, RONALD JENSEN, and BENEFITS TECHNOLOGIES, LLC, a Delaware limited liability company (the "Company") (each party shall sometimes be referenced to herein as a "Party" and, collectively, as the "Parties"). Reference is made herein to that certain Asset Contribution and Combination Agreement by and among the Parties (the "Contribution Agreement"). Capitalized terms that are not defined in this Side Letter shall have the meanings given to such terms in the Contribution Agreement.

March 31st, 2008
United Benefits & Pension Services, Inc.NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is dated as of December 17, 2007 among United Benefits & Pension Services, Inc., a Delaware corporation (“Parent”), and [____________________] (the “Stockholder”).

March 31st, 2008
United Benefits & Pension Services, Inc.BUSINESS PROTECTION AGREEMENT - ATPA

THIS BUSINESS PROTECTION AGREEMENT ("Agreement") is made this 27th day of February, 2008, by and between BENEFITS TECHNOLOGIES, LLC, a Delaware limited liability company (the "Company") and ASSOCIATED THIRD PARTY ADMINISTRATORS, a California corporation ("ATPA").

March 31st, 2008
United Benefits & Pension Services, Inc.PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (“Agreement”) is entered into as of this 27th day of February, 2008, by and among ASSOCIATED THIRD PARTY ADMINISTRATORS (“Pledgor”) and INFORMATION CONCEPTS, INC. (“Pledgee or Secured Party”).

March 31st, 2008
United Benefits & Pension Services, Inc.SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2007 between Associated Third Party Administrators, a California corporation whose principal place of business is located at 1640 South Loop Road, Alameda, CA 94502 (“ATPA” or the “Company”), United Benefits & Pension Services, Inc. (solely with respect to Article 4) and each of the Purchaser(s) identified on the signature pages hereto (including their successors and assigns, the “Purchaser(s)”).

March 31st, 2008
United Benefits & Pension Services, Inc.AGREEMENT AND PLAN OF MERGER Dated as of November 30, 2007 among UNITED BENEFITS & PENSION SERVICES, INC., UBPS ACQUISITION SUB, INC., ASSOCIATED THIRD PARTY ADMINISTRATORS and CERTAIN STOCKHOLDERS OF ASSOCIATED THIRD PARTY ADMINISTRATORS

AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of November 30, 2007, among United Benefit Pension Services, Inc., a Delaware corporation (“Parent”), UBPS Acquisition Sub, Inc., a California corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Associated Third Party Administrators, a California corporation (the “Company”) and John Sweeney, Tom Weston, David Krier, Michael Schumacher, Robert Glaza, Peter Herrling, James Vernor and Michael McCormick (the “Principal Stockholders”).

March 31st, 2008
United Benefits & Pension Services, Inc.ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement ("Agreement") is made as of February 27, 2008 (“Effective Date”), by and between ASSOCIATED THIRD PARTY ADMINISTRATORS, a California corporation ("ATPA") and, BENEFITS TECHNOLOGIES, LLC, a Delaware limited liability company,("Company").

March 31st, 2008
United Benefits & Pension Services, Inc.Contract