LIMITED PARTNERSHIP AGREEMENT OF TALON OP, L.P. a Minnesota limited partnership dated as of June 7, 2013Limited Partnership Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Minnesota
THIS LIMITED PARTNERSHIP AGREEMENT OF TALON OP, L.P., dated as of June 7, 2013, is made and entered into by and among GUIDE HOLDINGS, INC., a Utah corporation, as the General Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners as of the date of this Agreement, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Minnesota
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective the 7th day of June, 2013 (the “Effective Date”) by and between MG Kaminski, a resident of the State of Minnesota (“Employee”), and Talon OP, L.P., a Minnesota limited partnership having its principal office at 5500 Wayzata Boulevard Suite 1070, Minneapolis, MN 55416 (the “Company”).
CONTRIBUTION AGREEMENTContribution Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Minnesota
THIS CONTRIBUTION AGREEMENT (this “Agreement”) dated as of June 7, 2013, is made by and between Talon Real Estate, LLC, a Minnesota limited liability company (the “Company”), and the parties listed on Schedule A (such parties referred to herein collectively as the “Contributors” and individually as a “Contributor”). Capitalized and other defined terms shall have the meaning ascribed to them in Section 5, unless such terms are defined elsewhere in this Agreement.
TALON REAL ESTATE HOLDING CORP. Non-Statutory Stock Option AgreementStatutory Stock Option Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Minnesota
Talon Real Estate Holding Corp. (the “Company”), pursuant to its 2013 Equity Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock (“Stock”) shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
SUBSCRIPTION AGREEMENT June 7, 2013Subscription Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing
The undersigned hereby subscribes for, and agrees to purchase, 1 partnership unit in Talon OP, L.P., a Minnesota limited partnership (the “Company”), representing an aggregate capital commitment to the Company of 0.01 Dollars ($0.01) (the “Units”).
CONTRIBUTION AGREEMENTContribution Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Minnesota
THIS CONTRIBUTION AGREEMENT (this “Agreement”) dated as of June 7, 2013, is made by and between Guide Holdings, Inc., a Utah corporation (the “Company”), and the parties listed on Schedule A (such parties referred to herein collectively as the “Contributors” and individually as a “Contributor”). Capitalized and other defined terms shall have the meaning ascribed to them in Section 5, unless such terms are defined elsewhere in this Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Minnesota
This Stock Purchase Agreement (the “Agreement”) is made effective as of June 7, 2013, by and between Guide Holdings, Inc., a Utah corporation (the “Seller”), The Guidebook Company, Inc., a Utah corporation (the “Company”) and Kim McReynolds (the “Buyer”). The Buyer and the Seller are sometimes referred to in this Agreement individually as a “Party,” and collectively as the “Parties.”
INDEMNITY AGREEMENTIndemnity Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Utah
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into this [3rd day of June], 2013 by and between TALON REAL ESTATE HOLDING CORP., a Utah corporation (the “Corporation”), and ______________________________________________, whose address is ___________________________________________ (“Indemnitee”).
TALON REAL ESTATE HOLDING CORP. Restricted Stock Award AgreementRestricted Stock Award Agreement • June 7th, 2013 • Guide Holdings Inc • Periodicals: publishing or publishing & printing • Minnesota
Talon Real Estate Holding Corp. (the “Company”), pursuant to its 2013 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock to you, the Participant named below. The terms and conditions of this Restricted Stock Award are set forth in this Restricted Stock Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
