FIRST AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • January 30th, 2017 • Special Diversified Opportunities Inc. • Miscellaneous chemical products
This First Amendment to the Contribution and Exchange Agreement (this “Amendment”), is entered into and effective as of January 25, 2017, by and among Special Diversified Opportunities Inc., a Delaware corporation (the “Company”), Standard General Master Fund L.P., a Cayman Islands limited partnership (“SG Master Fund”), P Standard General Ltd., a British Virgin Islands company (“PSG”) and Standard General Focus Fund L.P., a Delaware limited partnership (“SG Focus Fund” and, together with SG Master Fund and PSG, the “SG Parties” and each, a “SG Party”), for purposes of amending the Contribution and Exchange Agreement, dated as of November 25, 2016, by and among the SG Parties and the Company (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. For the purposes of the amendments set forth herein, double underlining indicates new language and strikethrough indicates deleted language.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 30th, 2017 • Special Diversified Opportunities Inc. • Miscellaneous chemical products • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of November 4, 2016, is entered into between Metro Outdoor of Austin, LLC, a Texas limited liability company (“Seller”) and Standard Outdoor Southwest LLC, a Delaware limited liability company (“Buyer”).
REGISTRATION RIGHTS AGREEMENT STANDARD DIVERSIFIED OPPORTUNITIES INC. dated as of [•], 2017Registration Rights Agreement • January 30th, 2017 • Special Diversified Opportunities Inc. • Miscellaneous chemical products • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2017 by and among Standard Diversified Opportunities Inc. (f/k/a Special Diversified Opportunities Inc.), a Delaware corporation (the “Company”), Standard General Master Fund L.P., a Cayman Islands limited partnership, P Standard General Ltd., a British Virgin Islands company, and Standard General Focus Fund L.P., a Delaware limited partnership, and any Person who becomes a party hereto pursuant to Section 10(d). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.
